Common use of Purchase and Sale of the Private Placement Warrants Clause in Contracts

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, the number of Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number of Warrants Purchased” at a price of $1.00 per warrant for the aggregate purchase price set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price” (the “Purchase Price”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds to the Company or an account designated by the Company in accordance with the Company’s wiring instructions to be provided separately in advance of the Closing Date. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, at the Purchaser’s option, shall deliver a certificate evidencing the Private Placement Warrants duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and each such Over-allotment Closing Date (if any) and the Initial Closing Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to the number of Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number of Over-allotment Warrants” at a price of $1.00 per warrant for an aggregate purchase price of up to the amount set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price of Over-allotment Warrants” (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company or an account designated by the Company, in accordance with the Company’s wiring instructions to be provided separately in advance of the Closing Date. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price, the Company shall, at the Purchaser’s option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form in accordance with the Warrant Agreement (as defined below).

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, the number an aggregate of 7,500,000 Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number of Warrants Purchased” at a price of $1.00 per warrant for the an aggregate purchase price set forth on the signature page of up to this Agreement next to the line item “Aggregate Purchase Price” $7,500,000 (the “Purchase Price”). The Purchaser , which shall pay the Purchase Price be paid by wire transfer of immediately available funds to the Company or an trust account designated maintained by Continental Stock Transfer & Trust Company, acting as trustee (the Company “Trust Account”) in accordance with the Company’s wiring instructions at least one business day prior to be provided separately in advance the date of effectiveness of the Closing Dateregistration statement on Form S-1 (File No. 333-252273) filed in connection with the Public Offering. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, shall either, at the Purchaser’s its option, shall deliver a certificate certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) . On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, ,” and each such Over-allotment Closing Date (if any) and the Initial Closing Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to the number an aggregate of 600,000 Private Placement Warrants set forth on Warrants, in the signature page to this Agreement next to same proportion as the line item “Total Number amount of Overthe over-allotment Warrants” option that is exercised, at a price of $1.00 per warrant for an aggregate purchase price of up to the amount set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price of Over-allotment Warrants” $600,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser , which shall pay the Over-allotment Purchase Price be paid by wire transfer of immediately available funds to the Company or an account designated by the Company, Trust Account in accordance with the Company’s wiring instructions to be provided separately in advance of the Closing Dateinstructions. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase PricePrice payable by them by wire transfer of immediately available funds to the Company, the Company shallshall either, at the Purchaser’s its option, deliver a certificate certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form in accordance with the Warrant Agreement (as defined below)form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by each of the Purchasers and the Company (the “Initial Closing Date”), the Company shall issue and sell to the each Purchaser, and the each Purchaser shall purchase from the Company, the number of Private Placement Warrants set forth that is indicated opposite such Purchaser’s name on the signature page to this Agreement next to the line item “Total Number of Warrants Purchased” Annex I hereto at a price of $1.00 per warrant for the aggregate purchase price set forth that is indicated on the signature page to this Agreement next to the line item “Aggregate Purchase Price” Annex I hereto (the “Purchase Price”), which shall be paid by such Purchaser by wire transfer of immediately available funds to the Company at least one day prior to the Initial Closing Date in accordance with the Company’s wiring instructions. The Purchaser shall pay On the Initial Closing Date, following the payment by each of the Purchasers of his or its Purchase Price by wire transfer of immediately available funds to the Company or an account designated by the Company in accordance with the Company’s wiring instructions to be provided separately in advance of the Closing Date. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, at the Purchaser’s its option, shall deliver a certificate evidencing the Private Placement Warrants purchased and received by such Purchaser on such date duly registered in the such Purchaser’s name to the Purchaser, such Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the any closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by each of the Purchaser Purchasers and the Company (each such date, an “Over-allotment Closing Date”, ,” and each such Over-allotment Closing Date (if anyany and where applicable) and the Initial Closing Date being sometimes referred to herein as Date, a “Closing Date”), the Company shall issue and sell to the each Purchaser, and the each Purchaser shall purchase from the Company, up to the an aggregate number of Private Placement Warrants set forth that is indicated opposite such Purchaser’s name on Annex II hereto, in the signature page to this Agreement next to same proportion as the line item “Total Number amount of Over-allotment Warrants” the option that is then so exercised, at a price of $1.00 per warrant for an up to the aggregate purchase price of up that is indicated on Annex II hereto (such purchase price to the amount set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price of Over-allotment Warrants” (be as indicated if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company at least one day prior to such Over-allotment Closing Date in accordance with the Company’s wiring instructions. The Purchaser shall pay On the Over-allotment Closing Date, following the payment by each of the Purchasers of his or its Over-allotment Purchase Price by wire transfer of immediately available funds to the Company or an account designated by Company, the Company, in accordance with the Company’s wiring instructions to be provided separately in advance of the Closing Date. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price, the Company shall, at the Purchaser’s its option, shall deliver a certificate evidencing the Private Placement Warrants purchased and received by the such Purchaser on such date duly registered in the such Purchaser’s name to the such Purchaser, or effect such delivery in book-entry form in accordance with the Warrant Agreement (as defined below)form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, the number an aggregate of 9,550,000 Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number of Warrants Purchased” at a price of $1.00 per warrant for the an aggregate purchase price set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price” of $9,550,000 (the “Purchase Price”). The Purchaser , which shall pay the Purchase Price be paid by wire transfer of immediately available funds to the Company or an account designated by the Company in accordance with the Company’s wiring instructions at least one business day prior to be provided separately in advance of the IPO Closing Date. On the Initial IPO Closing Date, upon the payment by the Purchaser of the Purchase Price, the CompanyCompany shall either, at the Purchaser’s its option, shall deliver a certificate certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) . On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, ,” and each such Over-allotment Closing Date (if any) and the Initial IPO Closing Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to the number of an additional 1,200,000 Private Placement Warrants set forth on Warrants, in the signature page to this Agreement next to same proportion as the line item “Total Number amount of Overthe over-allotment Warrants” option that is exercised, at a price of $1.00 per warrant for an aggregate purchase price of up to the amount set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price of Over-allotment Warrants” $1,200,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser , which shall pay the Over-allotment Purchase Price be paid by wire transfer of immediately available funds to the Company or an account designated by the Company, in accordance with the Company’s wiring instructions at least one business day prior to be provided separately in advance of the such Over-allotment Closing Date. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase PricePrice payable by it by wire transfer of immediately available funds to the Company, the Company shallshall either, at the Purchaser’s its option, deliver a certificate certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form in accordance with the Warrant Agreement (as defined below)form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, the number of 6,666,667 Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number of Warrants Purchased” at a price of $1.00 1.50 per warrant for the an aggregate purchase price set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price” of $10,000,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds in the following amounts: (i) $3,000,000 to the Company, at a financial institution to be chosen by the Company, and (ii) $7,000,000 to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each case in accordance with the Company’s wiring instructions at least one (1) business day prior to the Initial Closing Date; provided, however, that the Purchase Price shall be reimbursed to the Purchaser if the Initial Closing Date does not occur on the day following such wire payment. The On the Initial Closing Date, following the payment by the Purchaser shall pay of the Purchase Price by wire transfer of immediately available funds to the Company or an account designated by the Company in accordance with the Company’s wiring instructions to be provided separately in advance of the Closing Date. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, at the Purchaser’s its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) On the date of the consummation of the each closing (if any) of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and and, each such Over-allotment Closing Date (if any) and together with the Initial Closing Date Date, being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of up to the number of 700,000 Private Placement Warrants set forth on Warrants, in the signature page to this Agreement next to same proportion as the line item “Total Number amount of Overthe over-allotment Warrants” option that is then so exercised, at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to the amount set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price of Over-allotment Warrants” $1,050,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company at least one day prior to such Over-allotment Closing Date in accordance with the Company’s wiring instructions; provided, however, that the Over-allotment Purchase Price shall be reimbursed to the Purchaser if such Over-allotment Closing Date does not occur on the day following such wire payment. The On the Over-allotment Closing Date, following the payment by the Purchaser shall pay of the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company or an account designated by the Company, in accordance with the Company’s wiring instructions to be provided separately in advance of the Closing Date. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price, the Company shall, at the Purchaser’s its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form in accordance with the Warrant Agreement (as defined below)form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, the number of 7,333,333 Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number of Warrants Purchased” at a price of $1.00 1.50 per warrant for the an aggregate purchase price set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price” of $11,000,000 (the “Purchase Price”). The Purchaser , which shall pay the Purchase Price be paid by wire transfer of immediately available funds to the Company or an account designated by the Company in accordance with the Company’s wiring instructions to be provided separately in advance of the Closing Dateinstructions. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase PricePrice by wire transfer of immediately available funds to the Company, the Company, at the Purchaser’s its option, shall deliver a certificate evidencing the Private Placement Warrants purchase on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an the “Over-allotment Closing Date”, and each such Over-allotment Closing Date (if any) and the Initial Closing Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to the number of 900,000 Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number of Over-allotment Warrants” at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to the amount set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price of Over-allotment Warrants” $1,350,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser , which shall pay the Over-allotment Purchase Price be paid by wire transfer of immediately available funds to the Company or an account designated by the Company, in accordance with the Company’s wiring instructions to be provided separately in advance of the Closing Dateinstructions. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase PricePrice by wire transfer of immediately available funds to the Company, the Company shall, at the Purchaser’s its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form in accordance with the Warrant Agreement (as defined below)form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering (the “Initial IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, the number of 3,650,000 Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number of Warrants Purchased” at a price of $1.00 per warrant for the an aggregate purchase price set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price” of $3,650,000 (the “Purchase Price”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds in an amount equal to $3,650,000 to the Company or an trust account designated maintained by Continental Stock Transfer & Trust Company, acting as trustee (the Company “Trust Account”), in each case in accordance with the Company’s wiring instructions instructions, at least one (1) business day prior to be provided separately in advance of the IPO Closing Date. On the Initial IPO Closing Date, upon subject to the payment by receipt of funds pursuant to the Purchaser of the Purchase Priceimmediately prior sentence, the Company, at the Purchaser’s its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option to purchase additional units, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an the “Over-allotment Option Closing Date”, and each such Over-allotment Option Closing Date (if any) and the Initial IPO Closing Date being sometimes referred to herein as Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 337,500 Private Placement Warrants (or, to the extent the option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants set forth on in proportion to portion of the signature page to this Agreement next to the line item “Total Number of Over-allotment Warrants” option that is exercised) at a price of $1.00 per warrant for an aggregate purchase price of up to the amount set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price of Over-allotment Warrants” (if the over-allotment option in connection with the Public Offering is exercised in full) $337,500 (the “Over-allotment Option Purchase Price”). The Purchaser shall pay the Over-allotment Option Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Company or an account designated by Trust Account, at least one (1) business day prior to the Company, in accordance with the Company’s wiring instructions to be provided separately in advance of the Option Closing Date. On the Over-allotment Option Closing Date, upon subject to the payment by receipt of funds pursuant to the Purchaser of the Over-allotment Purchase Priceimmediately prior sentence, the Company shall, at the Purchaser’s its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form in accordance with the Warrant Agreement (as defined below)form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, the number of 300,000 Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number of Warrants Purchased” at a price of $1.00 1.50 per warrant Private Placement Warrant for the an aggregate purchase price set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price” of $450,000 (the “Purchase Price”). The Purchaser shall pay pay, at least one (1) business day prior to the IPO Closing Date, the Purchase Price by wire transfer of immediately available funds funds, to the Company or an account accounts designated by the Company Company, including to the trust account (the “Trust Account”), at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, in accordance with the Company’s wiring instructions to be provided separately in advance of the Closing Dateinstructions. On the Initial IPO Closing Date, upon subject to receipt of funds pursuant to the payment by the Purchaser of the Purchase Priceimmediately prior sentence, the Company, at the Purchaser’s option, Company shall deliver a certificate evidencing the Private Placement Warrants duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, ,” and each such Over-allotment Closing Date (if any) and the Initial IPO Closing Date being sometimes referred to herein as Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 50,000 Private Placement Warrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants set forth on the signature page to this Agreement next in proportion to the line item “Total Number portion of Overthe over-allotment Warrants” option that is then exercised) at a price of $1.00 1.50 per warrant Private Placement Warrant for an aggregate purchase price of up to the amount set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price of Over-allotment Warrants” $75,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Company or an account designated by the CompanyTrust Account (as set forth in the wire instructions), in accordance with at least one (1) business day prior to the Company’s wiring instructions to be provided separately in advance of the applicable Over-allotment Closing Date. On the each Over-allotment Closing Date, upon subject to receipt of funds pursuant to the payment by the Purchaser of the Over-allotment Purchase Priceimmediately prior sentence, the Company shall, at the Purchaser’s option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or shall effect such delivery in book-entry form in accordance with the Warrant Agreement (as defined below)form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, the number up to an aggregate of 2,666,667 Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number of Warrants Purchased” at a price of $1.00 1.50 per warrant for the an aggregate purchase price set forth on the signature page of up to this Agreement next to the line item “Aggregate Purchase Price” $4,000,000 (the “Purchase Price”). The Purchaser , which shall pay the Purchase Price be paid by wire transfer of immediately available funds to the Company or an account designated by the Company in accordance with the Company’s wiring instructions at least one business day prior to be provided separately in advance the date of effectiveness of the Closing Dateregistration statement on Form S-1 (File No. 333-239196) filed in connection with the Public Offering. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, shall either, at the Purchaser’s its option, shall deliver a certificate certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) . On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, ,” and each such Over-allotment Closing Date (if any) and the Initial Closing Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to the number an aggregate of 250,000 Private Placement Warrants set forth on Warrants, in the signature page to this Agreement next to same proportion as the line item “Total Number amount of Overthe over-allotment Warrants” option that is exercised, at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to the amount set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price of Over-allotment Warrants” $375,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser , which shall pay the Over-allotment Purchase Price be paid by wire transfer of immediately available funds to the Company or an account designated by the Company, in accordance with the Company’s wiring instructions to be provided separately in advance of the Closing Dateinstructions. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase PricePrice payable by them by wire transfer of immediately available funds to the Company, the Company shallshall either, at the Purchaser’s its option, deliver a certificate certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form in accordance with the Warrant Agreement (as defined below)form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering Offering, and concurrently with the consummation thereof, or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, the number of Company 6,000,000 Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number of Warrants Purchased” at a price of $1.00 per warrant for the aggregate purchase price set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price” (the “Purchase Price”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds to the Company or an account designated by the Company in accordance with the Company’s wiring instructions to be provided separately in advance of the Closing Date. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, at the Purchaser’s option, shall deliver a certificate evidencing the Private Placement Warrants duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and each such Over-allotment Closing Date (if any) and the Initial Closing Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to the number of Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number of Over-allotment Warrants” at a price of $1.00 per warrant for an aggregate purchase price of up to the amount set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price of Over-allotment Warrants” (if the over-allotment option in connection with the Public Offering is exercised in full) $6,000,000 (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price shall be paid by wire transfer of immediately available funds to the Company or an account designated by the Company, in accordance with the Company’s wiring instructions at least one business day prior to the date of effectiveness of the registration statement to be provided separately filed in advance of connection with the Closing DatePublic Offering. On the Over-allotment Initial Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase PriceCompany, the Company shallshall either, at the Purchaser’s its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form form. On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering, and concurrently with the consummation thereof, or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”; together with the Initial Closing Date, the “Closing Dates” and each, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to an aggregate of 600,000 Private Placement Warrants, in the same proportion as the amount of the over-allotment option that is exercised, at a price of $1.00 per warrant for an aggregate purchase price of up to $600,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Warrant Agreement (as defined below)Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price payable by it by wire transfer of immediately available funds to the Company, the Company shall either, at its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering (the “Initial IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, the number of 6,666,667 Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number of Warrants Purchased” at a price of $1.00 1.50 per warrant for the an aggregate purchase price set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price” of $10,000,000 (the “Purchase Price”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds to the Company or an account designated Company, to the trust account, at a financial institution to be chosen by the Company Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, in accordance with the Company’s wiring instructions (the “Trust Account”), at least one (1) business day prior to be provided separately in advance of the IPO Closing Date. On the Initial IPO Closing Date, upon the payment by the Purchaser of the Purchase Price, by wire transfer of immediately available funds to the Company, the Company, at the Purchaser’s its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an the “Over-allotment Closing Date”, and each such Over-allotment Closing Date (if any) and the Initial IPO Closing Date being sometimes referred to herein as Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 700,000 Private Placement Warrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants set forth on in proportion to portion of the signature page to this Agreement next to the line item “Total Number of Overover-allotment Warrants” option that is exercised) at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to the amount set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price of Over-allotment Warrants” (if the over-allotment option in connection with the Public Offering is exercised in full) $1,050,000 (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Company or an account designated by Trust Account, at least one (1) business day prior to the Company, in accordance with the Company’s wiring instructions to be provided separately in advance of the Over-allotment Closing Date. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase PricePrice by wire transfer of immediately available funds to the Company, the Company shall, at the Purchaser’s its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form in accordance with the Warrant Agreement (as defined below)form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, the number an aggregate of 3,800,000 Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number of Warrants Purchased” at a price of $1.00 per warrant Warrant for the an aggregate purchase price set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price” of $3,800,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee, at least one day prior to the date of effectiveness (the “Effective Date”) of the registration statement relating to the Public Offering (the “Registration Statement”). The On the Initial Closing Date, following the payment by the Purchaser shall pay of the Purchase Price by wire transfer of immediately available funds to the Company or an account designated by the Company in accordance with the Company’s wiring instructions to be provided separately in advance of the Closing Date. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, at the Purchaser’s its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form. (ii) On the date of Simultaneously with the consummation of the closing of the over-allotment option in connection with the Public Offering (the “Over-allotment Option”) or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, ,” and each such Over-allotment Closing Date (if any) and the Initial Closing Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of up to the number of 356,250 Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number of Over-allotment Warrants” at a price of $1.00 per warrant for an aggregate purchase price of up to the amount set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price of Over-allotment Warrants” $356,250 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company or an account designated Trust Account maintained by Continental at least one business day prior to the Company, in accordance with the Company’s wiring instructions to be provided separately in advance of the Over-allotment Closing Date. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase PricePrice to the Company, the Company shall, at the Purchaser’s its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form in accordance with the Warrant Agreement (as defined below)form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, the number of 4,666,667 Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number of Warrants Purchased” at a price of $1.00 1.50 per warrant for the an aggregate purchase price set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price” of $7,000,000 (the “Purchase Price”). The Purchaser , which shall pay the Purchase Price be paid by wire transfer of immediately available funds to the Company or an account designated by the Company in accordance with the Company’s wiring instructions to be provided separately in advance of the Closing Dateinstructions. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase PricePrice by wire transfer of immediately available funds to the Company, the Company, at the Purchaser’s its option, shall deliver a certificate evidencing the Private Placement Warrants purchase on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an the “Over-allotment Closing Date”, and each such Over-allotment Closing Date (if any) and the Initial Closing Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to the number of 500,000 Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number of Over-allotment Warrants” at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to the amount set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price of Over-allotment Warrants” $750,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser , which shall pay the Over-allotment Purchase Price be paid by wire transfer of immediately available funds to the Company or an account designated by the Company, in accordance with the Company’s wiring instructions to be provided separately in advance of the Closing Dateinstructions. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase PricePrice by wire transfer of immediately available funds to the Company, the Company shall, at the Purchaser’s its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form in accordance with the Warrant Agreement (as defined below)form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering (the “Initial IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, the number of Initial Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number of Warrants Purchased” at a price of $1.00 per warrant for the an aggregate purchase price set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price” of $6,775,000 (the “Initial Purchase Price”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds to the Company or an account designated by the Company in accordance with the Company’s wiring instructions to be provided separately in advance of the Closing Date. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, at the Purchaser’s option, shall deliver a certificate evidencing the Private Placement Warrants duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) On In the date of event that the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and each such Over-allotment Closing Date (if any) and the Initial Closing Date being sometimes referred to herein as a “Closing Date”)Allotment Option is exercised in full or in part, the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to the total number of Additional Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number of Over-allotment Warrants” at a price of $1.00 per warrant for an (the aggregate purchase price of up all Additional Private Placement Warrants to the amount set forth on the signature page be purchased hereunder being referred to this Agreement next to the line item “Aggregate Purchase Price of Over-allotment Warrants” (if the over-allotment option in connection with the Public Offering is exercised in full) (as the “Over-allotment Additional Purchase Price”). The total number of Additional Private Placement Warrants to be purchased hereunder shall be in the same proportion as the proportion of the Over-Allotment Option that is exercised (disregarding any fractional warrant). The purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place simultaneously with the closing of the full or partial exercise of the Over-Allotment Option (the “Additional Closing Date”, and together with the IPO Closing Date, the “Closing Dates”, and each, a “Closing Date”). (iii) The Purchaser shall pay the Over-allotment Initial Purchase Price by wire transfer of immediately available funds to the Company or an account designated by the Company, in accordance with the Company’s wiring instructions instructions, at least one (1) business day prior to be provided separately in advance of the IPO Closing Date. On the Over-allotment IPO Closing Date, upon subject to the payment by receipt of funds pursuant to the Purchaser of the Over-allotment Purchase Priceimmediately prior sentence, the Company shallCompany, at the Purchaser’s its option, shall deliver a certificate evidencing the Initial Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form form. (iv) If applicable, the Purchaser shall pay the Additional Purchase Price by wire transfer of immediately available funds in accordance with the Warrant Agreement Company’s wiring instructions, at least one (as defined below)1) business day prior to the Additional Closing Date. On the Additional Closing Date, if applicable, subject to the receipt of funds pursuant to the immediately prior sentence, the Company, at its option, shall deliver a certificate evidencing the Additional Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Sponsor and the Company (the “Initial Closing Date”), the Company shall issue and sell to the PurchaserPurchasers, and the Purchaser Purchasers shall purchase from the Company, the number an aggregate of 6,050,000 Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number of Warrants Purchased” at a price of $1.00 per warrant for the an aggregate purchase price set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price” of $6,050,000 (the “Purchase Price”). The Purchaser , which shall pay the Purchase Price be paid by wire transfer of immediately available funds to the Company or an account designated by the Company in accordance with the Company’s wiring instructions at least two business days prior to be provided separately in advance the date of effectiveness (the “Effective Date”) of the Closing registration statement on Form S-1 (File No. 333-249437) filed in connection with the Public Offering. The Company shall provide evidence of the payment of the Purchase Price to the Underwriters of the Public Offering at least one business day prior to the Effective Date. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, shall either, at the Purchaser’s its option, shall deliver a certificate certificates evidencing the Private Placement Warrants purchased by the Purchasers on such date duly registered in the each Purchaser’s name to the such Purchaser, or effect such delivery in book-entry form. (ii) . On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser Sponsor and the Company (each such date, an “Over-allotment Closing Date”, ,” and each such Over-allotment Closing Date (if any) and the Initial Closing Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the PurchaserSponsor, and the Purchaser Sponsor shall purchase from the Company, up to the number an aggregate of 431,550 Private Placement Warrants set forth on Warrants, in the signature page to this Agreement next to same proportion as the line item “Total Number amount of Overthe over-allotment Warrants” option that is exercised, at a price of $1.00 per warrant for an aggregate purchase price of up to the amount set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price of Over-allotment Warrants” $431,550 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser , which shall pay the Over-allotment Purchase Price be paid by wire transfer of immediately available funds to the Company or an account designated by the Company, in accordance with the Company’s wiring instructions to be provided separately in advance of the Closing Dateinstructions. On the Over-allotment Closing Date, upon the payment by the Purchaser Sponsor of the Over-allotment Purchase PricePrice payable by it by wire transfer of immediately available funds to the Company, the Company shallshall either, at the Purchaser’s its option, deliver a certificate certificates evidencing the Private Placement Warrants purchased by the Purchaser Sponsor on such date duly registered in the PurchaserSponsor’s name to the PurchaserSponsor, or effect such delivery in book-entry form in accordance with the Warrant Agreement (as defined below)form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, the number of 3,833,333 Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number of Warrants Purchased” at a price of $1.00 1.50 per warrant Private Placement Warrant for the an aggregate purchase price set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price” of $5,750,000 (the “Purchase Price”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds to the Company or an account designated by the Company in accordance with the Company’s wiring instructions instructions, at least one (1) business day prior to be provided separately in advance of the IPO Closing Date. On the Initial IPO Closing Date, upon the payment by the Purchaser of the Purchase Price, by wire transfer of immediately available funds to the Company, the Company, at the Purchaser’s its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an the “Over-allotment Closing Date”, and each such Over-allotment Closing Date (if any) and the Initial IPO Closing Date being sometimes referred to herein as Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 300,000 Private Placement Warrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants set forth on the signature page to this Agreement next in proportion to the line item “Total Number portion of Over-allotment Warrants” the overallotment option that is exercised) at a price of $1.00 1.50 per warrant Private Placement Warrant for an aggregate purchase price of up to the amount set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price of Over-allotment Warrants” $450,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds funds, at least one (1) business day prior to the Company or an account designated by the Company, in accordance with the Company’s wiring instructions to be provided separately in advance of the applicable Over-allotment Closing Date. On the each Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase PricePrice by wire transfer of immediately available funds to the Company, the Company shall, at the Purchaser’s its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form in accordance with the Warrant Agreement (as defined below)form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, the number of 5,666,667 Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number of Warrants Purchased” at a price of $1.00 1.50 per warrant for the an aggregate purchase price set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price” of $8,500,000 (the “Purchase Price”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds to the Company or an account designated Company, to the trust account, at a financial institution to be chosen by the Company Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, in accordance with the Company’s wiring instructions (the “Trust Account”), at least one (1) business day prior to be provided separately in advance of the IPO Closing Date. On the Initial IPO Closing Date, upon the payment by the Purchaser of the Purchase Price, by wire transfer of immediately available funds to the Company, the Company, at the Purchaser’s its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the any closing of the over-allotment option option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, ,” and each such Over-allotment Closing Date (if any) and the Initial IPO Closing Date Date, being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to the number an aggregate of 650,000 Private Placement Warrants set forth on Warrants, in the signature page to this Agreement next to same proportion as the line item “Total Number amount of Over-allotment Warrants” the option that is then so exercised, at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to the amount set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price of Over-allotment Warrants” $975,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Company or an account designated by the Company, in accordance with the Company’s wiring instructions Trust Account at least one (1) business day prior to be provided separately in advance of the such Over-allotment Closing Date. On the Over-allotment Closing Date, upon following the payment by the Purchaser of the Over-allotment Purchase PricePrice by wire transfer of immediately available funds to the Company, the Company shallCompany, at the Purchaser’s its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form in accordance with the Warrant Agreement (as defined below)form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, the number of Private Placement Warrants set forth that is indicated opposite the Purchaser’s name on the signature page to this Agreement next to the line item “Total Number of Warrants Purchased” Annex I hereto at a price of $1.00 1.50 per warrant for the aggregate purchase price set forth that is indicated on the signature page to this Agreement next to the line item “Aggregate Purchase Price” Annex I hereto (the “Purchase Price”), which shall be paid by the Purchaser by wire transfer of immediately available funds to the Company at least one business day prior to the Initial Closing Date in accordance with the Company’s wiring instructions. The On the Initial Closing Date, following the payment by the Purchaser shall pay the of its Purchase Price by wire transfer of immediately available funds to the Company or an account designated by the Company in accordance with the Company’s wiring instructions to be provided separately in advance of the Closing Date. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, at the Purchaser’s its option, shall deliver a certificate evidencing the Private Placement Warrants purchased and received by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the any closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, ,” and each such Over-allotment Closing Date (if anyany and where applicable) and the Initial Closing Date being sometimes referred to herein as Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to the an aggregate number of Private Placement Warrants set forth that is indicated opposite the Purchaser’s name on Annex II hereto, in the signature page to this Agreement next to same proportion as the line item “Total Number amount of Over-allotment Warrants” the option that is then so exercised, at a price of $1.00 1.50 per warrant for an up to the aggregate purchase price of up that is indicated on Annex II hereto (such purchase price to the amount set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price of Over-allotment Warrants” (be as indicated if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company at least one business day prior to such Over-allotment Closing Date in accordance with the Company’s wiring instructions. The On the Over-allotment Closing Date, following the payment by the Purchaser shall pay the of his or its Over-allotment Purchase Price by wire transfer of immediately available funds to the Company or an account designated by Company, the Company, in accordance with the Company’s wiring instructions to be provided separately in advance of the Closing Date. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price, the Company shall, at the Purchaser’s its option, shall deliver a certificate evidencing the Private Placement Warrants purchased and received by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form in accordance with the Warrant Agreement (as defined below)form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering (the “Initial IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, the number of 6,666,667 warrants (or 7,366,667 Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number of Warrants Purchased” at a price of $1.00 1.50 per warrant for the an aggregate purchase price set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price” of $10,000,000 (the “Purchase Price”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds to the Company or an account designated Company, to the trust account, at a financial institution to be chosen by the Company Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, in accordance with the Company’s wiring instructions (the “Trust Account”), at least one (1) business day prior to be provided separately in advance of the IPO Closing Date. On the Initial IPO Closing Date, upon the payment by the Purchaser of the Purchase Price, by wire transfer of immediately available funds to the Company, the Company, at the Purchaser’s its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an the “Over-allotment Closing Date”, and each such Over-allotment Closing Date (if any) and the Initial IPO Closing Date being sometimes referred to herein as Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 700,000 Private Placement Warrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants set forth on the signature page to this Agreement next in proportion to the line item “Total Number portion of Overthe over-allotment Warrants” option that is exercised) at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to the amount set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price of Over-allotment Warrants” (if the over-allotment option in connection with the Public Offering is exercised in full) $1,050,000 (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Company or an account designated by Trust Account, at least one (1) business day prior to the Company, in accordance with the Company’s wiring instructions to be provided separately in advance of the Over-allotment Closing Date. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase PricePrice by wire transfer of immediately available funds to the Company, the Company shall, at the Purchaser’s its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form in accordance with the Warrant Agreement (as defined below)form.

Purchase and Sale of the Private Placement Warrants. (i) At least 24 hours prior to the consummation of the Public Offering, each Purchaser shall deliver its respective portion of the aggregate purchase price of $1.50 per Private Placement Warrant for an aggregate purchase price of $5,850,000 (the “Purchase Price”) for the Private Placement Warrants into the trust fund (“Trust Fund”) established by the Company for the benefit of the Company’s public stockholders as described in the Registration Statement, pursuant to the terms of an investment management trust agreement to be entered into between the Company and Continental Stock Transfer & Trust Company, as trustee. (ii) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers and the Company (the “Initial IPO Closing Date”), the Company shall issue and sell to the PurchaserPurchasers, and the Purchaser Purchasers shall purchase from the Company, the number of 3,900,000 Private Placement Warrants set forth on (or such greater amount as specified herein). On the signature page to this Agreement next to IPO Closing Date, upon the line item “Total Number of Warrants Purchased” at a price payment by the Purchasers of $1.00 per warrant for the aggregate purchase price set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price” (the “Purchase Price”). The Purchaser shall pay 5,850,000 of the Purchase Price by wire transfer of immediately available funds to the Company or an account designated by Trust Fund, the Company in accordance with the Company’s wiring instructions to be provided separately in advance of the Closing Date. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, at the Purchaser’s option, shall deliver a certificate certificates evidencing the 3,900,000 Private Placement Warrants purchased on such date duly registered in the Purchaser’s name Purchasers’ names to the Purchaser, Purchasers as set forth on Exhibit A attached hereto or effect such delivery in book-entry form. (iiiii) On the date of Simultaneously with the consummation of the closing of the any over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser Purchasers and the Company (each such date, an “Over-allotment Option Closing Date”, and ; each such Over-allotment Option Closing Date (if any) and the Initial IPO Closing Date being sometimes referred to herein as Date, a “Closing Date”), the Company shall issue and sell to the PurchaserPurchasers, and the each Purchaser shall purchase from the Company, its respective portion of such number of additional Private Placement Warrants, up to a maximum of 400,000 Private Placement Warrants, as is necessary to maintain the number amount held in the Trust Fund at $10.00 per unit sold in the Public Offering. On each Option Closing Date, upon payment by the Purchasers of the portion of the Purchase Price related to the additional Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number of Over-allotment Warrants” being purchased at a price of $1.00 per warrant for an aggregate purchase price of up to the amount set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price of Over-allotment Warrants” (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price such Option Closing Date by wire transfer of immediately available funds to the Company or an account designated by the Company, in accordance with the Company’s wiring instructions to be provided separately in advance of the Closing Date. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase PriceTrust Fund, the Company shall, at the Purchaser’s option, shall deliver a certificate certificates evidencing the such additional Private Placement Warrants purchased by the Purchaser on such date Option Closing Date duly registered in the Purchaser’s name names to the Purchaser, Purchasers as set forth on Exhibit A attached hereto or effect such delivery in book-entry form in accordance with the Warrant Agreement (as defined below)form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, the number of 2,666,667 Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number of Warrants Purchased” at a price of $1.00 1.50 per warrant for the an aggregate purchase price set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price” of $4,000,000.50 (the “Purchase Price”). The Purchaser , which shall pay the Purchase Price be paid by wire transfer of immediately available funds to the Company or an account designated by the Company in accordance with the Company’s wiring instructions to be provided separately in advance of the Closing Dateinstructions. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase PricePrice by wire transfer of immediately available funds to the Company, the Company, at the Purchaser’s its option, shall deliver a certificate evidencing the Private Placement Warrants purchase on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an the “Over-allotment Closing Date”, and each such Over-allotment Closing Date (if any) and the Initial Closing Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to the number of 300,000 Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number of Over-allotment Warrants” at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to the amount set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price of Over-allotment Warrants” $450,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser , which shall pay the Over-allotment Purchase Price be paid by wire transfer of immediately available funds to the Company or an account designated by the Company, in accordance with the Company’s wiring instructions to be provided separately in advance of the Closing Dateinstructions. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase PricePrice by wire transfer of immediately available funds to the Company, the Company shall, at the Purchaser’s its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form in accordance with the Warrant Agreement (as defined below)form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, the number up to an aggregate of 5,333,334 Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number of Warrants Purchased” at a price of $1.00 1.50 per warrant Private Placement Warrant for the an aggregate purchase price set forth on the signature page of up to this Agreement next to the line item “Aggregate Purchase Price” $8,000,000 (the “Purchase Price”). The Purchaser , which shall pay the Purchase Price be paid by wire transfer of immediately available funds to the Company or an account designated as follows: (i) $2,000,000 to the Company at a financial institution to be chosen by the Company Company, and (ii) $6,000,000 to the Company’s trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each case in accordance with the Company’s wiring instructions at least one business day prior to be provided separately in advance of the Initial Closing Date. On the Initial Closing Date, upon subject to the payment by receipt of funds pursuant to the Purchaser of the Purchase Priceimmediately foregoing sentence, the CompanyCompany shall either, at the Purchaser’s its option, shall deliver a certificate certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option (if any) in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, ,” and each such Over-allotment Closing Date (if any) and the Initial Closing Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to the number an aggregate of 600,000 Private Placement Warrants set forth on Warrants, in the signature page to this Agreement next to same proportion as the line item “Total Number amount of Overthe over-allotment Warrants” option that is exercised, at a price of $1.00 1.50 per warrant Private Placement Warrant for an aggregate purchase price of up to the amount set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price of Over-allotment Warrants” $900,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser , which shall pay the Over-allotment Purchase Price be paid by wire transfer of immediately available funds to the Company or an account designated by Trust Account, at least one business day prior to the Company, Over-allotment Closing Date in accordance with the Company’s wiring instructions to be provided separately in advance of the Closing Dateinstructions. On the Over-allotment Closing Date, upon subject to the payment by receipt of funds pursuant to the Purchaser of the Over-allotment Purchase Priceimmediately foregoing sentence, the Company shallshall either, at the Purchaser’s its option, deliver a certificate certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form in accordance with the Warrant Agreement (as defined below)form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, the number up to an aggregate of 4,000,000 Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number of Warrants Purchased” at a price of $1.00 1.50 per warrant for the an aggregate purchase price set forth on the signature page of up to this Agreement next to the line item “Aggregate Purchase Price” $6,000,000 (the “Purchase Price”). The Purchaser , which shall pay the Purchase Price be paid by wire transfer of immediately available funds to the Company or an account designated by the Company in accordance with the Company’s wiring instructions at least one business day prior to be provided separately in advance the date of effectiveness of the Closing Dateregistration statement on Form S-1 (File No. 333-236578) filed in connection with the Public Offering. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, shall either, at the Purchaser’s its option, shall deliver a certificate certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) . On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, ,” and each such Over-allotment Closing Date (if any) and the Initial Closing Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to the number an aggregate of 400,000 Private Placement Warrants set forth on Warrants, in the signature page to this Agreement next to same proportion as the line item “Total Number amount of Overthe over-allotment Warrants” option that is exercised, at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to the amount set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price of Over-allotment Warrants” $600,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser , which shall pay the Over-allotment Purchase Price be paid by wire transfer of immediately available funds to the Company or an account designated by the Company, in accordance with the Company’s wiring instructions to be provided separately in advance of the Closing Dateinstructions. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase PricePrice payable by them by wire transfer of immediately available funds to the Company, the Company shallshall either, at the Purchaser’s its option, deliver a certificate certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form form. (ii) Notwithstanding the foregoing, in accordance the event that any of the Deerfield Funds purchases units in the Public Offering, the number of Private Placement Warrants to be purchased by the Purchaser shall be reduced pro rata to account for the corresponding reduction in underwriting discounts or commissions payable by the Company upon completion of the Public Offering. For example, if the Deerfield Funds purchase such 5,000,000 units in the Public Offering, the Purchaser shall purchase 3,333,334 Private Placement Warrants (or 3,733,334 if the over-allotment option in connection with the Warrant Agreement Public Offering is exercised in full) for an aggregate purchase price of $5,000,000 (as defined belowor $5,600,000 if the over-allotment option in connection with the Public Offering is exercised in full).

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, the number of Company 11,000,000 Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number of Warrants Purchased” at a price of $1.00 per warrant for the an aggregate purchase price set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price” of approximately $11,000,000 (the “Purchase Price”). The Purchase Price shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to the date of effectiveness of the registration statement to be filed in connection with the Public Offering. On the Initial Closing Date, following the payment by the Purchaser shall pay of the Purchase Price by wire transfer of immediately available funds to the Company or an account designated by the Company in accordance with the Company’s wiring instructions to be provided separately in advance of the Closing Date. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, at the Purchaser’s its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, ,” and each such Over-allotment Closing Date (if any) and the Initial Closing Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to the number an aggregate of 1,350,000 Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number of Over-allotment Warrants” at a price of $1.00 per warrant for an aggregate purchase price of up to the amount set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price of Over-allotment Warrants” $1,350,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser , which shall pay the Over-allotment Purchase Price be paid by wire transfer of immediately available funds to the Company or an account designated by the Company, in accordance with the Company’s wiring instructions to be provided separately in advance of the Closing Dateinstructions. On the Over-allotment Closing Date, upon following the payment by the Purchaser of the Over-allotment Purchase PricePrice payable by it by wire transfer of immediately available funds to the Company, the Company shall, at the Purchaser’s its option, deliver a certificate to the Purchaser evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchasername, or effect such delivery in book-entry form in accordance with the Warrant Agreement (as defined below)form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, the number of 5,000,000 Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number of Warrants Purchased” at a price of $1.00 per warrant for the an aggregate purchase price set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price” of $5,000,000 (the “Purchase Price”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds funds, consisting of (i) $3,000,000 to the Company or an account designated trust account, at a financial institution to be chosen by the Company, maintained by American Stock Transfer & Trust Company, acting as trustee, in accordance with the Company’s wiring instructions and (ii) $2,000,000 to the Company in accordance with the Company’s wiring instructions to be provided separately in advance of the Closing Dateinstructions. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, at the Purchaser’s its option, shall deliver a certificate evidencing the Private Placement Warrants duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an the “Over-allotment Closing Date”, and each such Over-allotment together with the Closing Date (if any) and Date, the Initial Closing Date being sometimes referred to herein as a “Closing DateDates”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to the number of 450,000 Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number of Over-allotment Warrants” at a price of $1.00 per warrant for an aggregate purchase price of up to the amount set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price of Over-allotment Warrants” $450,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company or an account designated Company, to the trust account, at a financial institution to be chosen by the Company, maintained by American Stock Transfer & Trust Company, acting as trustee, in accordance with the Company’s wiring instructions to be provided separately in advance of the Closing Date. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price, the Company shall, at the Purchaser’s its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form in accordance with the Warrant Agreement (as defined below)form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering (the “Initial IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, the number of 3,666,667 Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number of Warrants Purchased” at a price of $1.00 1.50 per warrant for the an aggregate purchase price set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price” of $5,500,000 (the “Purchase Price”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds to the Company or an account designated Company, to the trust account, at a financial institution to be chosen by the Company Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, in accordance with the Company’s wiring instructions (the “Trust Account”), at least one (1) business day prior to be provided separately in advance of the IPO Closing Date. On the Initial IPO Closing Date, upon the payment by the Purchaser of the Purchase Price, by wire transfer of immediately available funds to the Company, the Company, at the Purchaser’s its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an the “Over-allotment Closing Date”, and each such Over-allotment Closing Date (if any) and the Initial IPO Closing Date being sometimes referred to herein as Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 350,000 Private Placement Warrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants set forth on in proportion to portion of the signature page to this Agreement next to the line item “Total Number of Overover-allotment Warrants” option that is exercised) at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to the amount set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price of Over-allotment Warrants” (if the over-allotment option in connection with the Public Offering is exercised in full) $525,000 (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Company or an account designated by Trust Account, at least one (1) business day prior to the Company, in accordance with the Company’s wiring instructions to be provided separately in advance of the Over-allotment Closing Date. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase PricePrice by wire transfer of immediately available funds to the Company, the Company shall, at the Purchaser’s its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form in accordance with the Warrant Agreement (as defined below)form.

Purchase and Sale of the Private Placement Warrants. (i) On the date that is one business day prior to the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers and the Company (the “Initial Closing Date”), the Company shall issue and sell to the PurchaserPurchasers, and the Purchaser Purchasers shall purchase from the Company, the number of Private Placement Warrants set forth opposite such Purchaser’s name on the signature page Exhibit A to this Agreement next to the line item “Total Number of Warrants Purchased” at a price of $1.00 per warrant for the aggregate purchase price set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price” (the “Purchase Price”). The Purchaser Purchasers shall pay the Purchase Price set forth opposite such Purchaser’s name on Exhibit A to this Agreement by wire transfer of immediately available funds to the Company or an account designated by the Company in accordance with the Company’s wiring instructions to be provided separately in advance of the Closing Dateinstructions. On the Initial Closing Date, upon the payment by the Purchaser Purchasers of the Purchase Price, the Company, at the Purchaser’s its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to each of the PurchaserPurchasers, or effect such delivery in book-entry form. (ii) On the date that is one business day prior to the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser Purchasers and the Company (each such date, an “Over-allotment Closing Date”, ,” and each such Over-allotment Closing Date (if any) and the Initial Closing Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the PurchaserPurchasers, and the Purchaser Purchasers shall purchase from the Company, up to the number of Private Placement Warrants set forth opposite such Purchaser’s name on the signature page Exhibit A to this Agreement next to the line item “Total Number of Over-allotment Warrants” at a price of $1.00 per warrant for an aggregate purchase price of up to the amount set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price of Over-allotment Warrants” (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser Purchasers shall pay the Over-allotment Purchase Price set forth opposite such Purchaser’s name on Exhibit A to this Agreement by wire transfer of immediately available funds to the Company or an account designated by the Company, in accordance with the Company’s wiring instructions to be provided separately in advance of the Closing Dateinstructions. On the Over-allotment Closing Date, upon the payment by the Purchaser Purchasers of the Over-allotment Purchase Price, the Company shall, at the Purchaser’s its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to each of the PurchaserPurchasers, or effect such delivery in book-entry form in accordance with the Warrant Agreement (as defined below)form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of Simultaneously with the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, the number an aggregate of 7,750,000 Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number of Warrants Purchased” at a price of $1.00 per warrant for the an aggregate purchase price set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price” of $7,750,000 (the “Purchase Price”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds to the Company or an trust account designated (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company, acting as trustee (“Continental”), at least one (1) business day prior to the Company in accordance with date of effectiveness (the Company’s wiring instructions to be provided separately in advance “Effective Date”) of the Closing Dateregistration statement relating to the Public Offering (the “Registration Statement”). On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, at the Purchaser’s its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form. (ii) On the date of Simultaneously with the consummation of the closing of the over-allotment option in connection with the Public Offering (the “Over-Allotment Option”) or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, ,” and each such Over-allotment Closing Date (if any) and the Initial Closing Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of up to the number of 900,000 Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number of Over-allotment Warrants” at a price of $1.00 per warrant for an aggregate purchase price of up to the amount set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price of Over-allotment Warrants” $900,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company or an account designated Trust Account maintained by Continental at least one (1) business day prior to the Company, in accordance with the Company’s wiring instructions to be provided separately in advance of the Over-allotment Closing Date. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase PricePrice to the Company, the Company shall, at the Purchaser’s its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form in accordance with the Warrant Agreement (as defined below)form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering Offering, and concurrently with the consummation thereof, or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, the number of Company 5,250,000 Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number of Warrants Purchased” at a price of $1.00 per warrant for the aggregate purchase price set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price” (the “Purchase Price”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds to the Company or an account designated by the Company in accordance with the Company’s wiring instructions to be provided separately in advance of the Closing Date. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, at the Purchaser’s option, shall deliver a certificate evidencing the Private Placement Warrants duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and each such Over-allotment Closing Date (if any) and the Initial Closing Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to the number of Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number of Over-allotment Warrants” at a price of $1.00 per warrant for an aggregate purchase price of up to the amount set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price of Over-allotment Warrants” (if the over-allotment option in connection with the Public Offering is exercised in full) $5,250,000 (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price shall be paid by wire transfer of immediately available funds to the Company or an account designated by the Company, in accordance with the Company’s wiring instructions at least one business day prior to the date of effectiveness of the registration statement to be provided separately filed in advance of connection with the Closing DatePublic Offering. On the Over-allotment Initial Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase PriceCompany, the Company shallshall either, at the Purchaser’s its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form form. On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering, and concurrently with the consummation thereof, or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”; together with the Initial Closing Date, the “Closing Dates” and each, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to an aggregate of 450,000 Private Placement Warrants, in the same proportion as the amount of the over-allotment option that is exercised, at a price of $1.00 per warrant for an aggregate purchase price of up to $450,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Warrant Agreement (as defined below)Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price payable by it by wire transfer of immediately available funds to the Company, the Company shall either, at its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of Simultaneously with the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, the number an aggregate of 5,261,000 Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number of Warrants Purchased” at a price of $1.00 per warrant for the an aggregate purchase price set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price” of $5,261,000 (the “Purchase Price”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds to the Company or an trust account designated (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company, acting as trustee (“Continental”), at least one (1) business day prior to the Company in accordance with date of effectiveness (the Company’s wiring instructions to be provided separately in advance “Effective Date”) of the Closing Dateregistration statement relating to the Public Offering (the “Registration Statement”). On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, at the Purchaser’s its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form. (ii) On the date of Simultaneously with the consummation of the closing of the over-allotment option in connection with the Public Offering (the “Over-Allotment Option”) or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Allotment Closing Date”, ,” and each such Over-allotment Allotment Closing Date (if any) and the Initial Closing Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from up to an additional 450,000 Private Placement Warrants (the Company“Additional Warrants”), in the same proportion as the amount of the option that is so exercised, and simultaneously with such purchase of Additional Warrants, as payment in full for the Additional Warrants being purchased hereunder, and at least one (1) business day prior to the Over-Allotment Closing Date, Purchaser shall pay $1.00 per Additional Warrant, up to the number of Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number of Over-allotment Warrants” at a price an aggregate amount of $1.00 per warrant for an aggregate purchase price of up to the amount set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price of Over-allotment Warrants” (if the over-allotment option in connection with the Public Offering is exercised in full) 450,000 (the “Over-allotment Allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price , by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company or an account designated by the Company, in accordance with to the Company’s wiring instructions to be provided separately in advance of the Closing DateTrust Account. On the Over-allotment Allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Allotment Purchase Price, the Company shallCompany, at the Purchaser’s its option, shall deliver a certificate evidencing the Private Placement Additional Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form in accordance with the Warrant Agreement (as defined below)form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, the number of 1,000,000 Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number of Warrants Purchased” at a price of $1.00 per warrant for the an aggregate purchase price set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price” of $1,000,000 (the “Purchase Price”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds to the Company or an Company, to the trust account designated at a financial institution to be chosen by the Company Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in accordance with the Company’s wiring instructions instructions, at least one (1) business day prior to be provided separately in advance of the IPO Closing Date; provided, however, that the Purchase Price shall be reimbursed to the Purchaser if the IPO Closing Date does not occur on the day following such wire payment. On the Initial IPO Closing Date, upon the payment by the Purchaser of the Purchase Price, by wire transfer of immediately available funds to the Company, the Company, at the Purchaser’s its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the any closing of the over-allotment option option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and each such Over-allotment Closing Date (if any) and the Initial IPO Closing Date being sometimes referred to herein as Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 150,000 Private Placement Warrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants set forth on the signature page to this Agreement next in proportion to the line item “Total Number portion of Overthe over-allotment Warrants” option that is exercised) at a price of $1.00 per warrant for an aggregate purchase price of up to the amount set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price of Over-allotment Warrants” (if the over-allotment option in connection with the Public Offering is exercised in full) $150,000 (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price to the Trust Account by wire transfer of immediately available funds to the Company or an account designated by the Company, in accordance with the Company’s wiring instructions instructions, at least one (1) business day prior to be provided separately in advance of the such Over-allotment Closing Date; provided, however, that the Over-allotment Purchase Price shall be reimbursed to the Purchaser if such Over-allotment Closing Date does not occur on the day following such wire payment. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price, by wire transfer of immediately available funds to the Company shallCompany, the Company, at the Purchaser’s its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form in accordance with the Warrant Agreement (as defined below)form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, the number an aggregate of 4,433,333 Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number of Warrants Purchased” at a price of $1.00 1.50 per warrant for the an aggregate purchase price set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price” of $6,650,000 (the “Purchase Price”). The Purchaser , which shall pay the Purchase Price be paid by wire transfer of immediately available funds to the Company or an account designated by the Company in accordance with the Company’s wiring instructions at least one business day prior to be provided separately in advance the date of effectiveness of the Closing Dateregistration statement on Form S-1 (File No. 333-253411) filed in connection with the Public Offering. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, shall either, at the Purchaser’s its option, shall deliver a certificate certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) . On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, ,” and each such Over-allotment Closing Date (if any) and the Initial Closing Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to the number an aggregate of 300,000 Private Placement Warrants set forth on Warrants, in the signature page to this Agreement next to same proportion as the line item “Total Number amount of Overthe over-allotment Warrants” option that is exercised, at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to the amount set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price of Over-allotment Warrants” $450,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser , which shall pay the Over-allotment Purchase Price be paid by wire transfer of immediately available funds to the Company or an account designated by the Company, in accordance with the Company’s wiring instructions to be provided separately in advance of the Closing Dateinstructions. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase PricePrice payable by them by wire transfer of immediately available funds to the Company, the Company shallshall either, at the Purchaser’s its option, deliver a certificate certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form in accordance with the Warrant Agreement (as defined below)form.

Purchase and Sale of the Private Placement Warrants. (i) On the date that is one business day prior to the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers and the Company (the “Initial Closing Date”), the Company shall issue and sell to the PurchaserPurchasers, and the Purchaser Purchasers shall purchase from the Company, the number an aggregate of 16,000,000 Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number of Warrants Purchased” at a price of $1.00 0.50 per warrant for the an aggregate purchase price set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price” of $8,000,000 (the “Purchase Price”), as set forth on Annex I hereto, which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions. The Purchaser shall pay On the Initial Closing Date, upon the payment by the Purchasers of the Purchase Price by wire transfer of immediately available funds to the Company or an account designated by the Company in accordance with the Company’s wiring instructions to be provided separately in advance of the Closing Date. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, at the Purchaser’s its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the such Purchaser’s name to the Purchaser, such Purchaser or effect such delivery in book-entry form. (ii) On the date that is one business day prior to the date of the consummation of the closing of the over-allotment option in connection with the Public Offering (the “Over-Allotment Option”) or on such earlier time and date as may be mutually agreed by the Purchaser Purchasers and the Company (each such date, an “Over-allotment Closing Date”, ,” and each such Over-allotment Closing Date (if any) and the Initial Closing Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the PurchaserPurchasers, and the Purchaser Purchasers shall purchase from the Company, an aggregate of up to the number of 1,800,000 Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number of Over-allotment Warrants” at a price of $1.00 0.50 per warrant for an aggregate purchase price of up to the amount set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price of Over-allotment Warrants” $900,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), as set forth on Annex II hereto, which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions. The Purchaser shall pay On the Over-allotment Closing Date, upon the payment by the Purchasers of the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company or an account designated by the Company, in accordance with the Company’s wiring instructions to be provided separately in advance of the Closing Date. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price, the Company shall, at the Purchaser’s its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the such Purchaser’s name to the Purchaser, such Purchaser or effect such delivery in book-entry form in accordance with the Warrant Agreement (as defined below)form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, the number of Private Placement Warrants set forth that is indicated opposite the Purchaser’s name on the signature page to this Agreement next to the line item “Total Number of Warrants Purchased” Annex I hereto at a price of $1.00 per warrant for the aggregate purchase price set forth that is indicated on the signature page to this Agreement next to the line item “Aggregate Purchase Price” Annex I hereto (the “Purchase Price”), which shall be paid by the Purchaser by wire transfer of immediately available funds to the Company at least one business day prior to the Initial Closing Date in accordance with the Company’s wiring instructions. The On the Initial Closing Date, following the payment by the Purchaser shall pay the of its Purchase Price by wire transfer of immediately available funds to the Company or an account designated by the Company in accordance with the Company’s wiring instructions to be provided separately in advance of the Closing Date. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, at the Purchaser’s its option, shall deliver a certificate evidencing the Private Placement Warrants purchased and received by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the any closing of the over-allotment option to purchase additional units in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Option Closing Date”, ,” and each such Over-allotment Closing Option Date (if anyany and where applicable) and the Initial Closing Date being sometimes referred to herein as Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to the an aggregate number of Private Placement Warrants set forth that is indicated opposite the Purchaser’s name on Annex II hereto, in the signature page to this Agreement next to same proportion as the line item “Total Number amount of Over-allotment Warrants” the option that is then so exercised, at a price of $1.00 per warrant for an up to the aggregate purchase price of up that is indicated on Annex II hereto (such purchase price to the amount set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price of Over-allotment Warrants” (be as indicated if the over-allotment option to purchase additional units in connection with the Public Offering is exercised in full) (the “Over-allotment Option Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company at least one business day prior to such Option Closing Date in accordance with the Company’s wiring instructions. The On the Option Closing Date, following the payment by the Purchaser shall pay the Over-allotment of his, her or its Option Purchase Price by wire transfer of immediately available funds to the Company or an account designated by Company, the Company, in accordance with the Company’s wiring instructions to be provided separately in advance of the Closing Date. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price, the Company shall, at the Purchaser’s its option, shall deliver a certificate evidencing the Private Placement Warrants purchased and received by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form in accordance with the Warrant Agreement (as defined below)form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering (the “Initial Closing Date”), the Company shall issue and sell to the PurchaserSponsor, and the Purchaser Sponsor shall purchase from the Company, the number an aggregate of 5,333,333 Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number of Warrants Purchased” at a price of $1.00 1.50 per warrant for the an aggregate purchase price set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price” of $8,000,000 (the “Purchase Price”). The Purchaser , which shall pay the Purchase Price be paid by wire transfer of immediately available funds to the Company or an account designated by at least one business day prior to the Company Initial Closing Date in accordance with the Company’s wiring instructions to be provided separately in advance of the Closing Dateinstructions. On the Initial Closing Date, upon the payment by the Purchaser Sponsor of the Purchase Price, the Company, at the Purchaser’s its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Sponsor on such date duly registered in the PurchaserSponsor’s name to the PurchaserSponsor, or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser Sponsor and the Company (each such date, an “Over-allotment Closing Date”, and each such Over-allotment Closing Date (if any) and the Initial Closing Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the PurchaserSponsor, and the Purchaser Sponsor shall purchase from the Company, up to the number an aggregate of 500,000 additional Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number of Over-allotment Warrants” at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to the amount set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price of Over-allotment Warrants” $750,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser Sponsor shall pay the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company or an account designated by at least one business day prior to the Company, Over-Allotment Closing Date in accordance with the Company’s wiring instructions to be provided separately in advance of the Closing Dateinstructions. On the Over-allotment Closing Date, upon the payment by the Purchaser Sponsor of the Over-allotment Purchase Price, the Company shall, at the Purchaser’s its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser Sponsor on such date duly registered in the PurchaserSponsor’s name to the PurchaserSponsor, or effect such delivery in book-entry form in accordance with the Warrant Agreement (as defined below)form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers and the Company (the “Initial Closing Date”), the Company shall issue and sell to the PurchaserPurchasers, and the Purchaser Purchasers shall purchase from the Company, the number an aggregate of 7,320,000 Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number of Warrants Purchased” at a price of $1.00 per warrant for the an aggregate purchase price set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price” of $7,320,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company at least one day prior to the Initial Closing Date in accordance with the Company’s wiring instructions. The It is agreed that on the Initial Closing Date, each Purchaser shall pay will be responsible for purchasing a number of the Private Placement Warrants equal to the amount set forth opposite such Subscriber in Column A of Schedule I hereto (in each case, such Purchaser’s “Warrant Purchase Commitment”). On the Initial Closing Date, following the payment by the Purchasers of the Purchase Price by wire transfer of immediately available funds to the Company or an account designated by the Company in accordance with the Company’s wiring instructions to be provided separately in advance of the Closing Date. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, at the Purchaser’s its option, shall deliver a certificate certificates evidencing the Private Placement Warrants purchased by the Purchasers on such date duly registered in the Purchaser’s name respective Purchasers’ names to the Purchaser, Purchasers or effect such delivery in book-entry form. (ii) On the date of the consummation of the any closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser Purchasers and the Company (each such date, an “Over-allotment Closing Date”, ,” and each such Over-allotment Closing Date (if any) and the Initial Closing Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the PurchaserPurchasers, and the Purchaser Purchasers shall purchase from the Company, up to the number an aggregate of 150,000 additional Private Placement Warrants set forth on Warrants, in the signature page to this Agreement next to same proportion as the line item “Total Number amount of Over-allotment Warrants” the option that is then so exercised, at a price of $1.00 per warrant for an aggregate purchase price of up to the amount set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price of Over-allotment Warrants” $150,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company at least one day prior to such Over-allotment Closing Date in accordance with the Company’s wiring instructions. The It is agreed that on the Over-allotment Closing Date, each Purchaser shall pay will be responsible for purchasing up to the number of the Private Placement Warrants equal to the amount set forth opposite such Subscriber in Column B of Schedule I hereto (in the same proportion as the amount of the option that is then so exercised). On the Over-allotment Closing Date, following the payment by the Purchasers of the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company or an account designated by Company, the Company, in accordance with the Company’s wiring instructions to be provided separately in advance of the Closing Date. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price, the Company shall, at the Purchaser’s its option, shall deliver a certificate certificates evidencing the Private Placement Warrants purchased by the Purchaser Purchasers on such date duly registered in the Purchaser’s name respective Purchasers’ names to the PurchaserPurchasers, or effect such delivery in book-entry form in accordance with the Warrant Agreement (as defined below)form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, the number an aggregate of 6,125,000 Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number of Warrants Purchased” at a price of $1.00 per warrant for the an aggregate purchase price set forth on the signature page of up to this Agreement next to the line item “Aggregate Purchase Price” $6,125,000 (the “Purchase Price”). The Purchaser , which shall pay the Purchase Price be paid by wire transfer of immediately available funds to the Company or an account designated by the Company in accordance with the Company’s wiring instructions at least one business day prior to be provided separately in advance the date of effectiveness of the Closing Dateregistration statement on Form S-1 (File No. 333-257033) filed in connection with the Public Offering. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, shall either, at the Purchaser’s its option, shall deliver a certificate certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) . On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, ,” and each such Over-allotment Closing Date (if any) and the Initial Closing Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to the number an aggregate of 600,000 Private Placement Warrants set forth on Warrants, in the signature page to this Agreement next to same proportion as the line item “Total Number amount of Overthe over-allotment Warrants” option that is exercised, at a price of $1.00 per warrant for an aggregate purchase price of up to the amount set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price of Over-allotment Warrants” $600,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser , which shall pay the Over-allotment Purchase Price be paid by wire transfer of immediately available funds to the Company or an account designated by the Company, in accordance with the Company’s wiring instructions to be provided separately in advance of the Closing Dateinstructions. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase PricePrice payable by them by wire transfer of immediately available funds to the Company, the Company shallshall either, at the Purchaser’s its option, deliver a certificate certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form in accordance with the Warrant Agreement (as defined below)form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, the number an aggregate of 10,000,000 Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number of Warrants Purchased” at a price of $1.00 per warrant for the an aggregate purchase price set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price” of $10,000,000 (the “Purchase Price”). The Purchaser , which shall pay the Purchase Price be paid by wire transfer of immediately available funds to the Company or an account designated by the Company in accordance with the Company’s wiring instructions at least one business day prior to be provided separately in advance of the IPO Closing Date. On the Initial IPO Closing Date, upon the payment by the Purchaser of the Purchase Price, the CompanyCompany shall either, at the Purchaser’s its option, shall deliver a certificate certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) . On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, ,” and each such Over-allotment Closing Date (if any) and the Initial IPO Closing Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to the number an aggregate of 1,200,000 Private Placement Warrants set forth on Warrants, in the signature page to this Agreement next to same proportion as the line item “Total Number amount of Overthe over-allotment Warrants” option that is exercised, at a price of $1.00 per warrant for an aggregate purchase price of up to the amount set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price of Over-allotment Warrants” $1,200,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser , which shall pay the Over-allotment Purchase Price be paid by wire transfer of immediately available funds to the Company or an account designated by the Company, in accordance with the Company’s wiring instructions at least one business day prior to be provided separately in advance of the such Over-allotment Closing Date. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase PricePrice payable by it by wire transfer of immediately available funds to the Company, the Company shallshall either, at the Purchaser’s its option, deliver a certificate certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form in accordance with the Warrant Agreement (as defined below)form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, the number an aggregate of 4,955,000 Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number of Warrants Purchased” at a price of $1.00 per warrant for the an aggregate purchase price set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price” of $4,955,000 (the “Purchase Price”). The Purchaser , which shall pay the Purchase Price be paid by wire transfer of immediately available funds to the Company or an account designated by at least one business day prior to the Company Initial Closing Date in accordance with the Company’s wiring instructions to be provided separately in advance of the Closing Dateinstructions. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, at the Purchaser’s its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering Offering, and concurrently with the consummation thereof, or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and each such Over-allotment Closing Date (if any) and ; together with the Initial Closing Date being sometimes referred to herein as Date, the “Closing Dates” and each, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to the number an aggregate of 82,500 Private Placement Warrants set forth on Warrants, in the signature page to this Agreement next to same proportion as the line item “Total Number amount of Overthe over-allotment Warrants” option that is exercised, at a price of $1.00 per warrant for an aggregate purchase price of up to the amount set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price of Over-allotment Warrants” $82,500 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser , which shall pay the Over-allotment Purchase Price be paid by wire transfer of immediately available funds to the Company or an account designated by the Company, in accordance with the Company’s wiring instructions to be provided separately in advance of the Closing Dateinstructions. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase PricePrice payable by it by wire transfer of immediately available funds to the Company, the Company shallshall either, at the Purchaser’s its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name names to the Purchaser, or effect such delivery in book-entry form in accordance with the Warrant Agreement (as defined below)form.

Purchase and Sale of the Private Placement Warrants. (i) On the date that is one business day prior to the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers and the Company (the “Initial Closing Date”), the Company shall issue and sell to the PurchaserPurchasers, and the Purchaser Purchasers shall purchase from the Company, Company the number of Private Placement Warrants set forth opposite such Purchaser’s name on the signature page Exhibit A to this Agreement next to the line item “Total Number of Warrants Purchased” at a price of $1.00 per warrant for the an aggregate purchase price set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price” of approximately $6,000,000 (the “Purchase Price”). The Purchaser , which shall pay the Purchase Price be paid by wire transfer of immediately available funds to the Company or an account designated by the Company in accordance with the Company’s wiring instructions to be provided separately in advance of the Closing Dateinstructions. On the Initial Closing Date, upon the payment by the Purchaser Purchasers of the Purchase Price, Price set forth opposite such Purchaser’s name on Exhibit A to this Agreement by wire transfer of immediately available funds to the Company, the Company shall, at the Purchaser’s its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the such Purchaser’s name to the each Purchaser, or effect such delivery in book-entry form. (ii) . On the date that is one business day prior to each date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by Decarbonization Plus Acquisition Sponsor, LLC, a Delaware limited liability company (the Purchaser “Sponsor”), and the Company (each such date, an “Over-allotment Closing Date”, ,” and each such Over-allotment Closing Date (if any) and the Initial Closing Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the PurchaserSponsor, and the Purchaser Sponsor shall purchase from the Company, up to the number an aggregate of 600,000 Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number of Over-allotment Warrants” at a price of $1.00 per warrant for an aggregate purchase price of up to the amount set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price of Over-allotment Warrants” $600,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions. The Purchaser shall pay On the Over-allotment Closing Date, upon the payment by the Sponsor of the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company or an account designated by the Company, in accordance with the Company’s wiring instructions to be provided separately in advance of the Closing Date. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price, the Company shall, at the Purchaser’s its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the PurchaserSponsor’s name to the PurchaserSponsor, or effect such delivery in book-entry form in accordance with the Warrant Agreement (as defined below)form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering Offering, and concurrently with the consummation thereof, or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, the number of Company 6,500,000 Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number of Warrants Purchased” at a price of $1.00 per warrant for the aggregate purchase price set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price” (the “Purchase Price”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds to the Company or an account designated by the Company in accordance with the Company’s wiring instructions to be provided separately in advance of the Closing Date. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, at the Purchaser’s option, shall deliver a certificate evidencing the Private Placement Warrants duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and each such Over-allotment Closing Date (if any) and the Initial Closing Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to the number of Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number of Over-allotment Warrants” at a price of $1.00 per warrant for an aggregate purchase price of up to the amount set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price of Over-allotment Warrants” (if the over-allotment option in connection with the Public Offering is exercised in full) $6,500,000 (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price shall be paid by wire transfer of immediately available funds to the Company or an account designated by the Company, in accordance with the Company’s wiring instructions at least one business day prior to the date of effectiveness of the registration statement to be provided separately filed in advance of connection with the Public Offering. On the Closing Date. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price, the Company shallCompany, shall either, at the Purchaser’s its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form form. On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering, and concurrently with the consummation thereof, or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”; together with the Initial Closing Date, the “Closing Dates” and each, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to an aggregate of 225,000 Private Placement Warrants, in the same proportion as the amount of the over-allotment option that is exercised, at a price of $1.00 per warrant for an aggregate purchase price of up to $225,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Warrant Agreement (as defined below)Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price payable by it by wire transfer of immediately available funds to the Company, the Company shall either, at its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, the number of 5,733,333 Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number of Warrants Purchased” at a price of $1.00 1.50 per warrant for the an aggregate purchase price set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price” of $8,600,000 (the “Purchase Price”). The Purchaser shall pay pay, at least one (1) business day prior to the IPO Closing Date, the Purchase Price by wire transfer of immediately available funds funds, consisting of (i) $6,000,000 to the Company trust account, at a financial institution to be chosen by the Company, maintained by American Stock Transfer & Trust Company, LLC, acting as trustee, in accordance with the Company’s wiring instructions (the “Trust Account”), and (ii) $2,600,000 to, or an account designated by on behalf of, the Company in accordance with the Company’s wiring instructions to be provided separately in advance of the Closing Dateinstructions. On the Initial IPO Closing Date, upon subject to receipt of funds pursuant to the payment by the Purchaser of the Purchase Priceimmediately prior sentence, the Company, at the Purchaser’s its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the any over-allotment option option, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, ,” and each such Over-allotment Closing Date (if any) and the Initial IPO Closing Date being sometimes referred to herein as Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 600,000 Private Placement Warrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants set forth on the signature page to this Agreement next in proportion to the line item “Total Number portion of Overthe over-allotment Warrants” option that is then exercised) at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to the amount set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price of Over-allotment Warrants” $900,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Company or an account designated by the CompanyTrust Account (as set forth in the wire instructions), in accordance with the Company’s wiring instructions at least one (1) business day prior to be provided separately in advance of the Closing Date. On the Over-allotment Closing Date, upon the payment by the Purchaser of the . On each Over-allotment Purchase PriceClosing Date, subject to receipt of funds pursuant to the immediately prior sentence, the Company shall, at the Purchaser’s its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date Closing Date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form in accordance with the Warrant Agreement (as defined below)form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, the number of 5,333,333 Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number of Warrants Purchased” at a price of $1.00 1.50 per warrant for the an aggregate purchase price set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price” of $8,000,000 (the “Purchase Price”). The Purchaser shall pay pay, at least one (1) business day prior to the IPO Closing Date, the Purchase Price by wire transfer of immediately available funds funds, to the Company or an account accounts designated by the Company Company, including to the trust account (the “Trust Account”), at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, in accordance with the Company’s wiring instructions to be provided separately in advance of the Closing Dateinstructions. On the Initial IPO Closing Date, upon subject to receipt of funds pursuant to the payment by the Purchaser of the Purchase Priceimmediately prior sentence, the Company, at the Purchaser’s its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, ,” and each such Over-allotment Closing Date (if any) and the Initial IPO Closing Date being sometimes referred to herein as Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 600,000 Private Placement Warrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants set forth on the signature page to this Agreement next in proportion to the line item “Total Number portion of Overthe over-allotment Warrants” option that is then exercised) at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to the amount set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price of Over-allotment Warrants” $900,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Company or an account designated by the CompanyTrust Account (as set forth in the wire instructions), in accordance with at least one (1) business day prior to the Company’s wiring instructions to be provided separately in advance of the applicable Over-allotment Closing Date. On the each Over-allotment Closing Date, upon subject to receipt of funds pursuant to the payment by the Purchaser of the Over-allotment Purchase Priceimmediately prior sentence, the Company shall, at the Purchaser’s its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form in accordance with the Warrant Agreement (as defined below)form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, the number an aggregate of 6,400,000 (Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number of Warrants Purchased” at a price of $1.00 per warrant for the an aggregate purchase price set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price” of $6,400,000 (the “Purchase Price”). The Purchaser , which shall pay the Purchase Price be paid by wire transfer of immediately available funds to the Company or an account designated by on the Company date the Registration Statement is declared effective, in accordance with the Company’s wiring instructions instructions, including to the trust account (the “Trust Account”), at a financial institution to be provided separately in advance of chosen by the Closing DateCompany, maintained by Continental Stock Transfer & Trust Company, acting as trustee. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, at the Purchaser’s its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and each such Over-allotment Closing Date (if any) and the Initial Closing Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to the number an aggregate of 660,000 additional Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number of Over-allotment Warrants” at a price of $1.00 per warrant for an aggregate purchase price of up to the amount set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price of Over-allotment Warrants” $660,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company or an account designated by the CompanyTrust Account (as set forth in the wire instructions), at least one business day prior to the Over-allotment Closing Date in accordance with the Company’s wiring instructions to be provided separately in advance of the Closing Dateinstructions. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price, the Company shall, at the Purchaser’s its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form in accordance with the Warrant Agreement (as defined below)form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, the number an aggregate of 13,000,000 Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number of Warrants Purchased” at a price of $1.00 per warrant for the an aggregate purchase price set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price” of $13,000,000 (the “Purchase Price”). The Purchaser , which shall pay the Purchase Price be paid by wire transfer of immediately available funds to the Company or an account designated by the Company Company, in accordance with the Company’s wiring instructions instructions, at least one business day prior to be provided separately in advance of the Initial Closing Date. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase PricePrice by wire transfer of immediately available funds to the Company, the Company, at the Purchaser’s its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option (if any) in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and each such Over-allotment Closing Date (if any) and the Initial Closing Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to the number an aggregate of 1,500,000 additional Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number of Over-allotment Warrants” at a price of $1.00 per warrant for an aggregate purchase price of up to the amount set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price of Over-allotment Warrants” $1,500,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company or an account designated by at least one business day prior to the Company, Over-Allotment Closing Date in accordance with the Company’s wiring instructions to be provided separately in advance of the Closing Dateinstructions. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price, the Company shall, at the Purchaser’s its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form in accordance with the Warrant Agreement (as defined below)form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, the number of 14,666,667 Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number of Warrants Purchased” at a price of $1.00 1.50 per warrant for the an aggregate purchase price set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price” of $22,000,000 (the “Purchase Price”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds to the Company or an account designated Company, to the trust account, at a financial institution to be chosen by the Company Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, in accordance with the Company’s wiring instructions (the “Trust Account”), at least one (1) business day prior to be provided separately in advance of the IPO Closing Date. On the Initial IPO Closing Date, upon the payment by the Purchaser of the Purchase Price, by wire transfer of immediately available funds to the Company, the Company, at the Purchaser’s its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the any closing of the over-allotment option option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, ,” and each such Over-allotment Closing Date (if any) and the Initial IPO Closing Date Date, being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to the number an aggregate of 2,000,000 Private Placement Warrants set forth on Warrants, in the signature page to this Agreement next to same proportion as the line item “Total Number amount of Over-allotment Warrants” the option that is then so exercised, at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to the amount set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price of Over-allotment Warrants” $3,000,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Company or an account designated by the Company, in accordance with the Company’s wiring instructions Trust Account at least one (1) business day prior to be provided separately in advance of the such Over-allotment Closing Date. On the Over-allotment Closing Date, upon following the payment by the Purchaser of the Over-allotment Purchase PricePrice by wire transfer of immediately available funds to the Company, the Company shallCompany, at the Purchaser’s its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form in accordance with the Warrant Agreement (as defined below)form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering (the “Initial IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, the number of 5,437,500 Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number of Warrants Purchased” at a price of $1.00 per warrant for the an aggregate purchase price set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price” of $5,437,500 (the “Purchase Price”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds to the Company or an account designated Company, to the trust account, at a financial institution to be chosen by the Company Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, in accordance with the Company’s wiring instructions (the “Trust Account”), at least one (1) business day prior to the date of effectiveness of the registration statement to be provided separately filed in advance of connection with the Closing DatePublic Offering. On the Initial IPO Closing Date, upon the payment by the Purchaser of the Purchase Price, by wire transfer of immediately available funds to the Company, the Company, at the Purchaser’s its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an the “Over-allotment Closing Date”, and each such Over-allotment Closing Date (if any) and the Initial IPO Closing Date being sometimes referred to herein as Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 515,625 Private Placement Warrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants set forth on in proportion to portion of the signature page to this Agreement next to the line item “Total Number of Overover-allotment Warrants” option that is exercised) at a price of $1.00 per warrant for an aggregate purchase price of up to the amount set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price of Over-allotment Warrants” (if the over-allotment option in connection with the Public Offering is exercised in full) $515,625 (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Company or an account designated by Trust Account, at least one (1) business day prior to the Company, in accordance with the Company’s wiring instructions to be provided separately in advance of the Over-allotment Closing Date. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase PricePrice by wire transfer of immediately available funds to the Company, the Company shall, at the Purchaser’s its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form in accordance with the Warrant Agreement (as defined below)form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers and the Company (the “Initial Closing Date”), the Company shall issue and sell to the PurchaserPurchasers, and the Purchaser Purchasers shall purchase from the Company, the number an aggregate of 8,333,333 Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number of Warrants Purchased” at a price of $1.00 1.50 per warrant for the an aggregate purchase price set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price” of $12,500,000 (the “Purchase Price”) (in such amounts as described on Exhibit A hereto). The Purchaser , which shall pay the Purchase Price be paid by wire transfer of immediately available funds to the Company or an account designated by the Company in accordance with the Company’s wiring instructions at least one business day prior to the date of effectiveness of the registration statement to be provided separately filed in advance of connection with the Closing DatePublic Offering. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, shall either, at the Purchaser’s its option, shall deliver a certificate certificates evidencing the Private Placement Warrants purchased by the Purchasers on such date duly registered in the each Purchaser’s name to the each Purchaser, or effect such delivery in book-entry form. (ii) . On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser Purchasers and the Company (each such date, an “Over-allotment Closing Date”, ,” and each such Over-allotment Closing Date (if any) and the Initial Closing Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the PurchaserPurchasers, and the Purchaser Purchasers shall purchase from the Company, up to the number an aggregate of 1,000,000 Private Placement Warrants set forth on Warrants, in the signature page to this Agreement next to same proportion as the line item “Total Number amount of Overthe over-allotment Warrants” option that is exercised, at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to the amount set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price of Over-allotment Warrants” $1,500,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”) (in such amounts as described on Exhibit A hereto). The Purchaser , which shall pay the Over-allotment Purchase Price be paid by wire transfer of immediately available funds to the Company or an account designated by the Company, in accordance with the Company’s wiring instructions to be provided separately in advance of the Closing Dateinstructions. On the Over-allotment Closing Date, upon the payment by the Purchaser Purchasers of the Over-allotment Purchase PricePrice payable by them by wire transfer of immediately available funds to the Company, the Company shallshall either, at the Purchaser’s its option, deliver a certificate certificates evidencing the Private Placement Warrants purchased by the Purchaser Purchasers on such date duly registered in the each Purchaser’s name to the each Purchaser, or effect such delivery in book-entry form in accordance with the Warrant Agreement (as defined below)form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of Simultaneously with the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, the number an aggregate of 4,571,000 Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number of Warrants Purchased” at a price of $1.00 per warrant for the an aggregate purchase price set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price” of $4,571,000 (the “Purchase Price”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds to the Company or an trust account designated (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company, acting as trustee (“Continental”), at least one (1) business day prior to the Company in accordance with date of effectiveness (the Company’s wiring instructions to be provided separately in advance “Effective Date”) of the Closing Dateregistration statement relating to the Public Offering (the “Registration Statement”). On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, at the Purchaser’s its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form. (ii) On the date of Simultaneously with the consummation of the closing of the over-allotment option in connection with the Public Offering (the “Over-Allotment Option”) or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Allotment Closing Date”, ,” and each such Over-allotment Allotment Closing Date (if any) and the Initial Closing Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from up to an additional 450,000 Private Placement Warrants (the Company“Additional Warrants”), in the same proportion as the amount of the option that is so exercised, and simultaneously with such purchase of Additional Warrants, as payment in full for the Additional Warrants being purchased hereunder, and at least one (1) business day prior to the Over-Allotment Closing Date, Purchaser shall pay $1.00 per Additional Warrant, up to the number of Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number of Over-allotment Warrants” at a price an aggregate amount of $1.00 per warrant for an aggregate purchase price of up to the amount set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price of Over-allotment Warrants” (if the over-allotment option in connection with the Public Offering is exercised in full) 450,000 (the “Over-allotment Allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price , by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company or an account designated by the Company, in accordance with to the Company’s wiring instructions to be provided separately in advance of the Closing DateTrust Account. On the Over-allotment Allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Allotment Purchase Price, the Company shallCompany, at the Purchaser’s its option, shall deliver a certificate evidencing the Private Placement Additional Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form in accordance with the Warrant Agreement (as defined below)form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering (the “Initial IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, the number of 4,333,333 Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number of Warrants Purchased” at a price of $1.00 1.50 per warrant for the an aggregate purchase price set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price” of $6,500,000 (the “Purchase Price”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds to the Company or an account designated Company, to the trust account, at a financial institution to be chosen by the Company Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, in accordance with the Company’s wiring instructions (the “Trust Account”), at least one (1) business day prior to be provided separately in advance of the IPO Closing Date. On the Initial IPO Closing Date, upon the payment by the Purchaser of the Purchase Price, by wire transfer of immediately available funds to the Company, the Company, at the Purchaser’s its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an the “Over-allotment Closing Date”, and each such Over-allotment Closing Date (if any) and the Initial IPO Closing Date being sometimes referred to herein as Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 450,000 Private Placement Warrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants set forth on the signature page to this Agreement next in proportion to the line item “Total Number portion of Overthe over-allotment Warrants” option that is exercised) at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to the amount set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price of Over-allotment Warrants” (if the over-allotment option in connection with the Public Offering is exercised in full) $675,000 (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Company or an account designated by Trust Account, at least one (1) business day prior to the Company, in accordance with the Company’s wiring instructions to be provided separately in advance of the Over-allotment Closing Date. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase PricePrice by wire transfer of immediately available funds to the Company, the Company shall, at the Purchaser’s its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form in accordance with the Warrant Agreement (as defined below)form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, the number of 9,000,000 Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number of Warrants Purchased” at a price of $1.00 per warrant for the an aggregate purchase price set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price” of $9,000,000 (the “Purchase Price”). The Purchaser shall pay pay, at least one (1) business day prior to the IPO Closing Date, the Purchase Price by wire transfer of immediately available funds funds, consisting of (i) $4,000,000 to the Company trust account (the “Trust Account”), at X.X. Xxxxxx Xxxxx Bank, N.A., maintained by Continental Stock Transfer & Trust Company, acting as trustee, in accordance with the Company’s wiring instructions, and (ii) $2,000,000 to, or an account designated by on behalf of, the Company in accordance with the Company’s wiring instructions to be provided separately in advance of the Closing Dateinstructions. On the Initial IPO Closing Date, upon subject to receipt of funds pursuant to the payment by the Purchaser of the Purchase Priceimmediately prior sentence, the Company, at the Purchaser’s its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the any over-allotment option option, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, ,” and each such Over-allotment Closing Date (if any) and the Initial IPO Closing Date being sometimes referred to herein as Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 1,050,000 Private Placement Warrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants set forth on the signature page to this Agreement next in proportion to the line item “Total Number portion of Overthe over-allotment Warrants” option that is then exercised) at a price of $1.00 per warrant for an aggregate purchase price of up to the amount set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price of Over-allotment Warrants” $1,050,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Company or an account designated by the CompanyTrust Account (as set forth in the wire instructions), in accordance with the Company’s wiring instructions at least one (1) business day prior to be provided separately in advance of the Closing Date. On the Over-allotment Closing Date, upon the payment by the Purchaser of the . On each Over-allotment Purchase PriceClosing Date, subject to receipt of funds pursuant to the immediately prior sentence, the Company shall, at the Purchaser’s its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date Closing Date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form in accordance with the Warrant Agreement (as defined below)form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering (the “Initial IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, the number of Initial Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number of Warrants Purchased” at a price of $1.00 1.50 per warrant for the an aggregate purchase price set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price” of $5,410,000.50 (the “Initial Purchase Price”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds to the Company or an account designated by the Company in accordance with the Company’s wiring instructions to be provided separately in advance of the Closing Date. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, at the Purchaser’s option, shall deliver a certificate evidencing the Private Placement Warrants duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) On In the date of event that the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and each such Over-allotment Closing Date (if any) and the Initial Closing Date being sometimes referred to herein as a “Closing Date”)Allotment Option is exercised in full or in part, the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to the total number of Additional Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number of Over-allotment Warrants” at a price of $1.00 1.50 per warrant for an (the aggregate purchase price of up all Additional Private Placement Warrants to the amount set forth on the signature page be purchased hereunder being referred to this Agreement next to the line item “Aggregate Purchase Price of Over-allotment Warrants” (if the over-allotment option in connection with the Public Offering is exercised in full) (as the “Over-allotment Additional Purchase Price”). The total number of Additional Private Placement Warrants to be purchased hereunder shall be in the same proportion as the proportion of the Over-Allotment Option that is exercised (disregarding any fractional warrant). The purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place simultaneously with the closing of the full or partial exercise of the Over-Allotment Option (the “Additional Closing Date”, and together with the IPO Closing Date, the “Closing Dates,” and each a “Closing Date”). (iii) The Purchaser shall pay the Over-allotment Initial Purchase Price by wire transfer of immediately available funds to the Company or an account designated by the Company, in accordance with the Company’s wiring instructions at least one (1) business day prior to be provided separately in advance the date of effectiveness of the Closing Dateregistration statement on Form S-1 (File No. 333-[•]) filed in connection with the Public Offering. On the Over-allotment IPO Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase PriceCompany, the Company shallshall either, at the Purchaser’s its option, deliver a certificate certificates evidencing the Initial Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form form. (iv) If applicable, the Purchaser shall pay the Additional Purchase Price by wire transfer of immediately available funds in accordance with the Warrant Agreement Company’s wiring instructions, at least one (as defined below)1) business day prior to the Additional Closing Date. On the Additional Closing Date, if applicable, subject to the receipt of funds pursuant to the immediately prior sentence, the Company, at its option, shall deliver a certificate evidencing the Additional Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering (the “Initial IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, the number of 4,333,333 warrants (or 4,733,333 Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number of Warrants Purchased” at a price of $1.00 1.50 per warrant for the an aggregate purchase price set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price” of $6,500,000 (the “Purchase Price”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds to the Company or an account designated Company, to the trust account, at a financial institution to be chosen by the Company Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, in accordance with the Company’s wiring instructions (the “Trust Account”), at least one (1) business day prior to be provided separately in advance of the IPO Closing Date. On the Initial IPO Closing Date, upon the payment by the Purchaser of the Purchase Price, by wire transfer of immediately available funds to the Company, the Company, at the Purchaser’s its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an the “Over-allotment Closing Date”, and each such Over-allotment Closing Date (if any) and the Initial IPO Closing Date being sometimes referred to herein as Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 4,733,333 Private Placement Warrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants set forth on the signature page to this Agreement next in proportion to the line item “Total Number portion of Overthe over-allotment Warrants” option that is exercised) at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to the amount set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price of Over-allotment Warrants” (if the over-allotment option in connection with the Public Offering is exercised in full) $6,00,000 (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Company or an account designated by Trust Account, at least one (1) business day prior to the Company, in accordance with the Company’s wiring instructions to be provided separately in advance of the Over-allotment Closing Date. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase PricePrice by wire transfer of immediately available funds to the Company, the Company shall, at the Purchaser’s its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form in accordance with the Warrant Agreement (as defined below)form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering (the “Initial IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, the number of 7,200,000 Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number of Warrants Purchased” at a price of $1.00 per warrant for the an aggregate purchase price set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price” of $7,200,000 (the “Purchase Price”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds in the following amounts: (i) $3,200,000 to the Company or an account designated Company, at a financial institution to be chosen by the Company Company, and (ii) $4,000,000 to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each case accordance with the Company’s wiring instructions instructions, at least one (1) business day prior to be provided separately in advance of the IPO Closing Date. On the Initial IPO Closing Date, upon subject to the payment by receipt of funds pursuant to the Purchaser of the Purchase Priceimmediately prior sentence, the Company, at the Purchaser’s its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and each such Over-allotment Closing Date (if any) and the Initial IPO Closing Date being sometimes referred to herein as Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 600,000 Private Placement Warrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants set forth on in proportion to portion of the signature page to this Agreement next to the line item “Total Number of Overover-allotment Warrants” option that is then exercised) at a price of $1.00 per warrant for an aggregate purchase price of up to the amount set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price of Over-allotment Warrants” (if the over-allotment option in connection with the Public Offering is exercised in full) $600,000 (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Company or an account designated by Trust Account, at least one (1) business day prior to the Company, in accordance with the Company’s wiring instructions to be provided separately in advance of the Over-allotment Closing Date. On the Over-allotment Closing Date, upon subject to the payment by receipt of funds pursuant to the Purchaser of the Over-allotment Purchase Priceimmediately prior sentence, the Company shall, at the Purchaser’s its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form in accordance with the Warrant Agreement (as defined below)form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of Simultaneously with the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, the number an aggregate of 3,075,000 Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number of Warrants Purchased” at a price of $1.00 per warrant for the an aggregate purchase price set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price” of $3,075,000 (the “Purchase Price”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds to the Company or an trust account designated (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company, acting as trustee (”Continental”), at least one (1) business day prior to the Company in accordance with date of effectiveness (the Company’s wiring instructions to be provided separately in advance “Effective Date”) of the Closing Dateregistration statement relating to the Public Offering (the “Registration Statement”). On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, at the Purchaser’s its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form. (ii) On the date of Simultaneously with the consummation of the closing of the over-allotment option in connection with the Public Offering (the “Over-Allotment Option”) or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Allotment Closing Date”, ,” and each such Over-allotment Allotment Closing Date (if any) and the Initial Closing Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from up to an additional 337,500 Private Placement Warrants (the Company“Additional Warrants”), in the same proportion as the amount of the option that is so exercised, and simultaneously with such purchase of Additional Warrants, as payment in full for the Additional Warrants being purchased hereunder, and at least one (1) business day prior to the Over-Allotment Closing Date, Purchaser shall pay $1.00 per Additional Warrant, up to the number of Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number of Over-allotment Warrants” at a price an aggregate amount of $1.00 per warrant for an aggregate purchase price of up to the amount set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price of Over-allotment Warrants” (if the over-allotment option in connection with the Public Offering is exercised in full) 337,500 (the “Over-allotment Allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price , by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company or an account designated by the Company, in accordance with to the Company’s wiring instructions to be provided separately in advance of the Closing DateTrust Account. On the Over-allotment Allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Allotment Purchase Price, the Company shallCompany, at the Purchaser’s its option, shall deliver a certificate evidencing the Private Placement Additional Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form in accordance with the Warrant Agreement (as defined below)form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation completion of the Public Offering and concurrently with the completion thereof, or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, the number of Company 1,125,000 Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number of Warrants Purchased” at a price of $1.00 per warrant for the an aggregate purchase price set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price” of approximately $1,125,000 (the “Purchase Price”). The Purchaser , which shall pay the Purchase Price be paid by wire transfer of immediately available funds to the Company or an Company, to the trust account designated at a financial institution to be chosen by the Company Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in accordance with the Company’s wiring instructions at least one (1) business day prior to be provided separately in advance of the Initial Closing Date; provided, however, that the Purchase Price shall be reimbursed to the Purchaser if the Initial Closing Date does not occur on the day following such wire payment. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, at the Purchaser’s option, shall deliver a certificate evidencing the Private Placement Warrants duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and each such Over-allotment Closing Date (if any) and the Initial Closing Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to the number of Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number of Over-allotment Warrants” at a price of $1.00 per warrant for an aggregate purchase price of up to the amount set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price of Over-allotment Warrants” (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company or an account designated by the Company, in accordance with the Company’s wiring instructions to be provided separately in advance of the Closing Date. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price, the Company shallshall either, at the Purchaser’s its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form form. On the date of the completion of the closing of the over-allotment option in connection with the Public Offering and concurrently with the completion thereof, or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) together with the Initial Closing Date, being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to an aggregate of 168,750 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of up to $168,750 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company, to the Trust Account in accordance with the Warrant Agreement Company’s wiring instructions at least one (as defined below)1) business day prior to the Over-allotment Closing; provided, however, that the Over-allotment Purchase Price shall be reimbursed to the Purchaser if the Over-allotment Closing does not occur on the day following such wire payment. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Sponsor and the Company (the “Initial IPO Closing Date”), the Company shall issue and sell to the PurchaserSponsor, and the Purchaser Sponsor shall purchase from the Company, the number of 11,333,333 Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number of Warrants Purchased” at a price of $1.00 1.50 per warrant for the an aggregate purchase price set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price” of $17,000,000 (the “Purchase Price”). The Purchaser Sponsor shall pay the Purchase Price by wire transfer of immediately available funds in the following amounts: (i) $7,000,000 to the Company or an account designated Company, at a financial institution to be chosen by the Company Company, and (ii) $10,000,000 to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each case in accordance with the Company’s wiring instructions at least one (1) business day prior to be provided separately in advance of the IPO Closing Date. On the Initial IPO Closing Date, upon subject to the payment by receipt of funds pursuant to the Purchaser of the Purchase Priceimmediately prior sentence, the Company, at the Purchaser’s its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Sponsor on such date duly registered in the PurchaserSponsor’s name to the Purchaser, Sponsor or effect such delivery in book-entry form. (ii) On the date of the consummation of the any closing of the over-allotment option option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser Sponsor and the Company (each such date, an “Over-allotment Closing Date”, ,” and each such Over-allotment Closing Date (if any) and the Initial IPO Closing Date Date, being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the PurchaserSponsor, and the Purchaser Sponsor shall purchase from the Company, up to the number an aggregate of 1,000,000 Private Placement Warrants set forth on Warrants, in the signature page to this Agreement next to same proportion as the line item “Total Number amount of Over-allotment Warrants” the option that is then so exercised, at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to the amount set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price of Over-allotment Warrants” $1,500,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser Sponsor shall pay the Over-allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Trust Account at least one (1) business day prior to such Over-allotment Closing Date. On the Over-allotment Closing Date, following the payment by the Sponsor of the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company or an account designated by Company, the Company, in accordance with the Company’s wiring instructions to be provided separately in advance of the Closing Date. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price, the Company shall, at the Purchaser’s its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser Sponsor on such date duly registered in the PurchaserSponsor’s name to the PurchaserSponsor, or effect such delivery in book-entry form in accordance with the Warrant Agreement (as defined below)form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation closing of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, the number of 11,333,334 Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number of Warrants Purchased” at a price of $1.00 1.50 per warrant for the an aggregate purchase price set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price” of $17,000,000 (the “Purchase Price”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds to the Company or an account designated by the Company in accordance with the Company’s wiring instructions to be provided separately in advance of the Closing Dateinstructions. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the CompanyCompany shall either, at the Purchaser’s its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the underwriters’ over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and each such Over-allotment Closing Date (if any) and the Initial Closing Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to the number of 1,500,000 Private Placement Warrants set forth on Warrants, in the signature page to this Agreement next to same proportion as the line item “Total Number amount of Overthe underwriters’ over-allotment Warrants” option that is exercised, at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to the amount set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price of Over-allotment Warrants” $2,250,000 (if the underwriters’ over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company or an account designated by the Company, in accordance with the Company’s wiring instructions to be provided separately in advance of the Closing Dateinstructions. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price, the Company shallshall either, at the Purchaser’s its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form in accordance with the Warrant Agreement (as defined below)form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, the number of 9,333,333 Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number of Warrants Purchased” at a price of $1.00 1.50 per warrant for the an aggregate purchase price set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price” of $14,000,000 (the “Purchase Price”). The Purchaser , which shall pay the Purchase Price be paid by wire transfer of immediately available funds to the Company or an account designated by the Company in accordance with the Company’s wiring instructions to be provided separately in advance of the Closing Dateinstructions. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase PricePrice by wire transfer of immediately available funds to the Company, the Company, at the Purchaser’s its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an the “Over-allotment Closing Date”, ,” and each such Over-allotment Closing Date (if any) and the Initial Closing Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to the number of 1,200,000 Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number of Over-allotment Warrants” at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to the amount set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price of Over-allotment Warrants” $1,800,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser , which shall pay the Over-allotment Purchase Price be paid by wire transfer of immediately available funds to the Company or an account designated by the Company, in accordance with the Company’s wiring instructions to be provided separately in advance of the Closing Dateinstructions. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase PricePrice by wire transfer of immediately available funds to the Company, the Company shall, at the Purchaser’s its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form in accordance with the Warrant Agreement (as defined below)form.

Purchase and Sale of the Private Placement Warrants. (i) On the date that is one business day prior to the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers and the Company (the “Initial Closing Date”), the Company shall issue and sell to the PurchaserPurchasers, and the Purchaser Purchasers shall purchase from the Company, Company the number of Private Placement Warrants set forth opposite such Purchaser’s name on the signature page Exhibit A to this Agreement next to the line item “Total Number of Warrants Purchased” at a price of $1.00 1.50 per warrant for the an aggregate purchase price set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price” of approximately $8,000,000 (the “Purchase Price”). The Purchaser , which shall pay the Purchase Price be paid by wire transfer of immediately available funds to the Company or an account designated by the Company in accordance with the Company’s wiring instructions to be provided separately in advance of the Closing Dateinstructions. On the Initial Closing Date, upon the payment by the Purchaser Purchasers of the Purchase Price, Price set forth opposite such Purchaser’s name on Exhibit A to this Agreement by wire transfer of immediately available funds to the Company, the Company shall, at the Purchaser’s its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the such Purchaser’s name to the each Purchaser, or effect such delivery in book-entry form. (ii) . On the date that is one business day prior to each date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by Decarbonization Plus Acquisition Sponsor, LLC, a Delaware limited liability company (the Purchaser “Sponsor”), and the Company (each such date, an “Over-allotment Closing Date”, ,” and each such Over-allotment Closing Date (if any) and the Initial Closing Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the PurchaserSponsor, and the Purchaser Sponsor shall purchase from the Company, up to the number an aggregate of 600,000 Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number of Over-allotment Warrants” at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to the amount set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price of Over-allotment Warrants” $900,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions. The Purchaser shall pay On the Over-allotment Closing Date, upon the payment by the Sponsor of the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company or an account designated by the Company, in accordance with the Company’s wiring instructions to be provided separately in advance of the Closing Date. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price, the Company shall, at the Purchaser’s its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the PurchaserSponsor’s name to the PurchaserSponsor, or effect such delivery in book-entry form in accordance with the Warrant Agreement (as defined below)form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, the number of 10,500,000 Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number of Warrants Purchased” at a price of $1.00 per warrant Private Placement Warrant for the an aggregate purchase price set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price” of $10,500,000 (the “Purchase Price”). The Purchaser shall pay pay, at least one (1) business day prior to the Closing Date, the Purchase Price by wire transfer of immediately available funds funds, to the Company or an account accounts designated by the Company Company, including to the trust account (the “Trust Account”), at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, in accordance with the Company’s wiring instructions to be provided separately in advance of instructions. On the Closing Date. On , subject to receipt of funds pursuant to the Initial Closing Date, upon the payment by the Purchaser of the Purchase Priceimmediately prior sentence, the Company, at the Purchaser’s option, Company shall deliver a certificate evidencing the Private Placement Warrants duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, ,” and each such Over-allotment Closing Date (if any) and the Initial IPO Closing Date being sometimes referred to herein as Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 1,200,000 Private Placement Warrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants set forth on the signature page to this Agreement next in proportion to the line item “Total Number portion of Overthe over-allotment Warrants” option that is then exercised) at a price of $1.00 per warrant Private Placement Warrant for an aggregate purchase price of up to the amount set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price of Over-allotment Warrants” $1,200,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Company or an account designated by the CompanyTrust Account (as set forth in the wire instructions), in accordance with at least one (1) business day prior to the Company’s wiring instructions to be provided separately in advance of the applicable Over-allotment Closing Date. On the each Over-allotment Closing Date, upon subject to receipt of funds pursuant to the payment by the Purchaser of the Over-allotment Purchase Priceimmediately prior sentence, the Company shall, at the Purchaser’s option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or shall effect such delivery in book-entry form in accordance with the Warrant Agreement (as defined below)form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, the number of 6,666,666 Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number of Warrants Purchased” at a price of $1.00 1.50 per warrant for the an aggregate purchase price set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price” of $10,000,000 (the “Purchase Price”). The Purchaser , which shall pay the Purchase Price be paid by wire transfer of immediately available funds to the Company or an account designated by the Company in accordance with the Company’s wiring instructions to be provided separately in advance of the Closing Dateinstructions. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase PricePrice by wire transfer of immediately available funds to the Company, the Company, at the Purchaser’s its option, shall deliver a certificate evidencing the Private Placement Warrants purchase on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an the “Over-allotment Closing Date”, and each such Over-allotment Closing Date (if any) and the Initial Closing Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to the number of 800,000 Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number of Over-allotment Warrants” at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to the amount set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price of Over-allotment Warrants” $1,200,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser , which shall pay the Over-allotment Purchase Price be paid by wire transfer of immediately available funds to the Company or an account designated by the Company, in accordance with the Company’s wiring instructions to be provided separately in advance of the Closing Dateinstructions. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase PricePrice by wire transfer of immediately available funds to the Company, the Company shall, at the Purchaser’s its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form in accordance with the Warrant Agreement (as defined below)form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, the number up to an aggregate of 8,000,000 Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number of Warrants Purchased” at a price of $1.00 1.50 per warrant for the an aggregate purchase price set forth on the signature page of up to this Agreement next to the line item “Aggregate Purchase Price” $12,000,000 (the “Purchase Price”). The Purchaser , which shall pay the Purchase Price be paid by wire transfer of immediately available funds to the Company or an account designated by the Company in accordance with the Company’s wiring instructions at least one business day prior to be provided separately in advance the date of effectiveness of the Closing Dateregistration statement on Form S-1 (File No. 333-[___]) filed in connection with the Public Offering. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, shall either, at the Purchaser’s its option, shall deliver a certificate certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) . On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, ,” and each such Over-allotment Closing Date (if any) and the Initial Closing Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to the number an aggregate of 1,000,000 additional Private Placement Warrants set forth on Warrants, in the signature page to this Agreement next to same proportion as the line item “Total Number amount of Overthe over-allotment Warrants” option that is exercised, at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to the amount set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price of Over-allotment Warrants” $1,500,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser , which shall pay the Over-allotment Purchase Price be paid by wire transfer of immediately available funds to the Company or an account designated by the Company, in accordance with the Company’s wiring instructions to be provided separately in advance of the Closing Dateinstructions. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase PricePrice payable by them by wire transfer of immediately available funds to the Company, the Company shallshall either, at the Purchaser’s its option, deliver a certificate certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form in accordance with the Warrant Agreement (as defined below)form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, the number an aggregate of 6,000,000 Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number of Warrants Purchased” at a price of $1.00 per warrant for the an aggregate purchase price set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price” of $6,000,000 (the “Purchase Price”). The Purchaser , which shall pay the Purchase Price be paid by wire transfer of immediately available funds to the Company or an account designated by the Company in accordance with the Company’s wiring instructions at least one business day prior to the Initial Closing Date, including to the trust account (the “Trust Account”), at a financial institution to be provided separately in advance of chosen by the Closing DateCompany, maintained by Continental Stock Transfer & Trust Company, acting as trustee. On the Initial Closing Date, upon subject to receipt of funds pursuant to the payment by the Purchaser of the Purchase Priceimmediately prior sentence, the Company, shall either, at the Purchaser’s its option, shall deliver a certificate certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) . On the date of the consummation of the any closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, ,” and each such Over-allotment Closing Date (if any) and the Initial Closing Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to the number an aggregate of 600,000 Private Placement Warrants set forth on Warrants, in the signature page to this Agreement next to same proportion as the line item “Total Number amount of Overthe over-allotment Warrants” option that is exercised, at a price of $1.00 per warrant for an aggregate purchase price of up to the amount set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price of Over-allotment Warrants” $600,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser , which shall pay the Over-allotment Purchase Price be paid by wire transfer of immediately available funds to the Company or an account designated by the Company, in accordance with the Company’s wiring instructions at least one business day prior to be provided separately in advance of the each Over-allotment Closing Date. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase PricePrice by wire transfer of immediately available funds to the Company, the Company shallshall either, at the Purchaser’s its option, deliver a certificate certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form in accordance with the Warrant Agreement (as defined below)form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering and concurrently with the consummation thereof, or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, the number of 8,000,000 Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number of Warrants Purchased” at a price of $1.00 per warrant for the aggregate purchase price set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price” (the “Purchase Price”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds to the Company or an account designated by the Company in accordance with the Company’s wiring instructions to be provided separately in advance of the Closing Date. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, at the Purchaser’s option, shall deliver a certificate evidencing the Private Placement Warrants duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and each such Over-allotment Closing Date (if any) and the Initial Closing Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to the number of Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number of Over-allotment Warrants” at a price of $1.00 per warrant for an aggregate purchase price of up to the amount set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price of Over-allotment Warrants” (if the over-allotment option in connection with the Public Offering is exercised in full) $8,000,000 (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price shall be paid by wire transfer of immediately available funds to the Company or an account designated by the Company, in accordance with the Company’s wiring instructions at least one business day prior to be provided separately in advance the date of effectiveness of the Closing Dateregistration statement on Form S-1 (File No. 333-248666) filed in connection with the Public Offering. On the Over-allotment Initial Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase PriceCompany, the Company shallshall either, at the Purchaser’s its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form form. On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering, and concurrently with the consummation thereof, or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”; together with the Initial Closing Date, the “Closing Dates” and each, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to an aggregate of 900,000 Private Placement Warrants, in the same proportion as the amount of the over-allotment option that is exercised, at a price of $1.00 per warrant for an aggregate purchase price of up to $900,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Warrant Agreement (as defined below)Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price payable by it by wire transfer of immediately available funds to the Company, the Company shall either, at its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, the number an aggregate of 70,000 Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number of Warrants Purchased” at a price of $1.00 per warrant Warrant for the an aggregate purchase price set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price” of $70,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee, at least one day prior to the date of effectiveness (the “Effective Date”) of the registration statement relating to the Public Offering (the “Registration Statement”). The On the Initial Closing Date, following the payment by the Purchaser shall pay of the Purchase Price by wire transfer of immediately available funds to the Company or an account designated by the Company in accordance with the Company’s wiring instructions to be provided separately in advance of the Closing Date. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, at the Purchaser’s its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form. (ii) On the date of Simultaneously with the consummation of the closing of the over-allotment option in connection with the Public Offering (the “Over-allotment Option”) or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, ,” and each such Over-allotment Closing Date (if any) and the Initial Closing Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of up to the number of 6,562 Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number of Over-allotment Warrants” at a price of $1.00 per warrant for an aggregate purchase price of up to the amount set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price of Over-allotment Warrants” $6,562 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company or an account designated Trust Account maintained by Continental at least one business day prior to the Company, in accordance with the Company’s wiring instructions to be provided separately in advance of the Over-allotment Closing Date. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase PricePrice to the Company, the Company shall, at the Purchaser’s its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form in accordance with the Warrant Agreement (as defined below)form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering Offering, and concurrently with the consummation thereof, or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, the number of Company 5,500,000 Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number of Warrants Purchased” at a price of $1.00 per warrant for the an aggregate purchase price set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price” of $5,500,000 (the “Purchase Price”). The Purchaser shall pay the Purchase Price shall be paid by wire transfer of immediately available funds to the Company or an account designated by the Company in accordance with the Company’s wiring instructions at least one business day prior to the date of effectiveness of the registration statement to be provided separately filed in advance of connection with the Closing DatePublic Offering. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, shall either, at the Purchaser’s its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) . On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering Offering, and concurrently with the consummation thereof, or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, ,” and each such Over-allotment Closing Date (if any) and the Initial Closing Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to the number an aggregate of 600,000 Private Placement Warrants set forth on Warrants, in the signature page to this Agreement next to same proportion as the line item “Total Number amount of Overthe over-allotment Warrants” option that is exercised, at a price of $1.00 per warrant for an aggregate purchase price of up to the amount set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price of Over-allotment Warrants” $600,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser , which shall pay the Over-allotment Purchase Price be paid by wire transfer of immediately available funds to the Company or an account designated by the Company, in accordance with the Company’s wiring instructions to be provided separately in advance of the Closing Dateinstructions. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase PricePrice payable by it by wire transfer of immediately available funds to the Company, the Company shallshall either, at the Purchaser’s its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form in accordance with the Warrant Agreement (as defined below)form.

Purchase and Sale of the Private Placement Warrants. (i) On As payment in full for the 416,667 Private Placement Warrants being purchased under this Agreement, the Purchaser shall pay $416,667 (the “Purchase Price”), by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the trust account (the “Trust Account”) at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, at least one (1) business day prior to the date of effectiveness of the consummation Registration Statement. (ii) In the event that the over-allotment option is exercised in full or in part, the Purchaser shall purchase up to 58,144 additional Private Placement Warrants (the “Additional Private Placement Warrants”), in the same proportion as the amount of the over-allotment option that is exercised, and simultaneously with such purchase of Additional Private Placement Warrants, as payment in full for the Additional Private Placement Warrants being purchased hereunder, and at least one (1) business day prior to the closing of all or any portion of the over-allotment option, the Purchaser shall pay $1.00 per Additional Private Placement Warrant, up to an aggregate amount of $58,144, by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the Trust Account. (iii) The closing of the purchase and sale of the Private Placement Warrants shall take place simultaneously with the closing of the Public Offering (the “Initial Closing Date”), . The closing of the Company shall issue purchase and sell to sale of the Purchaser, and the Purchaser shall purchase from the Company, the number of Additional Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number of Warrants Purchased” at a price of $1.00 per warrant for the aggregate purchase price set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price” (the “Purchase Price”). The Purchaser Warrants, if applicable, shall pay the Purchase Price by wire transfer of immediately available funds to the Company or an account designated by the Company in accordance take place simultaneously with the Company’s wiring instructions to be provided separately in advance closing of the Closing Date. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, at the Purchaser’s option, shall deliver a certificate evidencing the Private Placement Warrants duly registered in the Purchaser’s name to the Purchaser, all or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing any portion of the over-allotment option in connection with the Public Offering or on (such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such closing date, an “Over-allotment Closing Date”, and each such Over-allotment Closing Date (if any) and together with the Initial Closing Date being sometimes referred to herein as Date, the “Closing Dates” and each, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to the number of Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number of Over-allotment Warrants” at a price of $1.00 per warrant for an aggregate purchase price of up to the amount set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price of Over-allotment Warrants” (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company or an account designated by the Company, in accordance with the Company’s wiring instructions to be provided separately in advance closing of the Closing Date. On the Over-allotment Closing Date, upon the payment by the Purchaser purchase and sale of the Over-allotment Purchase Price, the Company shall, at the Purchaser’s option, deliver a certificate evidencing each of the Private Placement Warrants purchased and the Additional Private Placement Warrants shall take place at the offices of Xxxxxxx Xxxx & Xxxxxxxxx LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, or such other place as may be agreed upon by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form in accordance with the Warrant Agreement (as defined below)parties hereto.

Purchase and Sale of the Private Placement Warrants. (i) On the date on which the Registration Statement is declared effective, the Purchaser will cause the Purchase Price to be delivered by wire transfer of immediately available funds, or by other such method as may be reasonably acceptable to the Company, to the accounts designated by the Company, including to the trust account at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, in accordance with the Company’s wiring instructions. On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, the number of 6,000,000 Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number of Warrants Purchased” at a price of $1.00 per warrant for the an aggregate purchase price set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price” of $6,000,000 (the “Purchase Price”). The Purchaser shall pay On the Initial Closing Date, subject to the conditions set forth in this Agreement, the Purchase Price by wire transfer of immediately available funds shall be released to the Company or an account designated by the Company in accordance with the Company’s wiring instructions to be provided separately in advance of the Closing Date. On the Initial Closing Date, upon the release of the payment by the Purchaser of the Purchase PricePrice by the Purchaser, the CompanyCompany shall, at the Purchaser’s its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) On the date that is one (1) business day prior to the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, ,” and each such Over-allotment Closing Date (if any) and the Initial Closing Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to the number of 600,000 Private Placement Warrants set forth on Warrants, in the signature page to this Agreement next to same proportion as the line item “Total Number amount of Overthe over-allotment Warrants” option that is exercised, at a price of $1.00 per warrant for an aggregate purchase price of up to the amount set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price of Over-allotment Warrants” $600,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company or an account designated by the Company, in accordance with the Company’s wiring instructions to be provided separately in advance of the Closing Dateinstructions. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price, the Company shall, at the Purchaser’s its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form in accordance with the Warrant Agreement (as defined below)form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, the number up to an aggregate of 7,000,000 Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number of Warrants Purchased” at a price of $1.00 per warrant for the an aggregate purchase price set forth on the signature page of up to this Agreement next to the line item “Aggregate Purchase Price” $7,000,000 (the “Purchase Price”). The Purchaser , which shall pay the Purchase Price be paid by wire transfer of immediately available funds to the Company or an account designated by the Company in accordance with the Company’s wiring instructions at least one business day prior to be provided separately in advance the date of effectiveness of the Closing Dateregistration statement on Form S-1 (File No. 333-[●]) filed in connection with the Public Offering. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, shall either, at the Purchaser’s its option, shall deliver a certificate certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) . On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, ,” and each such Over-allotment Closing Date (if any) and the Initial Closing Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to the number an aggregate of 750,000 additional Private Placement Warrants set forth on Warrants, in the signature page to this Agreement next to same proportion as the line item “Total Number amount of Overthe over-allotment Warrants” option that is exercised, at a price of $1.00 per warrant for an aggregate purchase price of up to the amount set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price of Over-allotment Warrants” $750,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser , which shall pay the Over-allotment Purchase Price be paid by wire transfer of immediately available funds to the Company or an account designated by the Company, in accordance with the Company’s wiring instructions at least one business day prior to be provided separately in advance of the Over-allotment Closing Date. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price, the Company shallshall either, at the Purchaser’s its option, deliver a certificate certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form in accordance with the Warrant Agreement (as defined below)form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, the number up to an aggregate of 6,500,000 Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number of Warrants Purchased” at a price of $1.00 per warrant for the an aggregate purchase price set forth on the signature page of up to this Agreement next to the line item “Aggregate Purchase Price” $6,500,000 (the “Purchase Price”). The Purchaser , which shall pay the Purchase Price be paid by wire transfer of immediately available funds to the Company or an account designated by the Company in accordance with the Company’s wiring instructions at least one business day prior to be provided separately in advance the date of effectiveness of the Closing Dateregistration statement on Form S-1 (File No. 333-249390) filed in connection with the Public Offering. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, shall either, at the Purchaser’s its option, shall deliver a certificate certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) . On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, ,” and each such Over-allotment Closing Date (if any) and the Initial Closing Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to the number an aggregate of 675,000 Private Placement Warrants set forth on Warrants, in the signature page to this Agreement next to same proportion as the line item “Total Number amount of Overthe over-allotment Warrants” option that is exercised, at a price of $1.00 per warrant for an aggregate purchase price of up to the amount set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price of Over-allotment Warrants” $675,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser , which shall pay the Over-allotment Purchase Price be paid by wire transfer of immediately available funds to the Company or an account designated by the Company, in accordance with the Company’s wiring instructions to be provided separately in advance of the Closing Dateinstructions. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase PricePrice payable by them by wire transfer of immediately available funds to the Company, the Company shallshall either, at the Purchaser’s its option, deliver a certificate certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form in accordance with the Warrant Agreement (as defined below)form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering and concurrently with the consummation thereof, or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, the number of 8,000,000 Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number of Warrants Purchased” at a price of $1.00 1.50 per warrant for the an aggregate purchase price set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price” of $12,000,000 (the “Purchase Price”). The Purchaser shall pay the Purchase Price shall be paid by wire transfer of immediately available funds to the Company or an account designated by the Company in accordance with the Company’s wiring instructions at least one business day prior to be provided separately in advance the date of effectiveness of the Closing Dateregistration statement on Form S-1 (File No. 333-249289) filed in connection with the Public Offering. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, at the Purchaser’s option, shall deliver a certificate evidencing the Private Placement Warrants duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and each such Over-allotment Closing Date (if any) and the Initial Closing Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to the number of Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number of Over-allotment Warrants” at a price of $1.00 per warrant for an aggregate purchase price of up to the amount set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price of Over-allotment Warrants” (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company or an account designated by the Company, in accordance with the Company’s wiring instructions to be provided separately in advance of the Closing Date. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price, the Company shalleither, at the Purchaser’s its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form form. On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering, and concurrently with the consummation thereof, or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”; together with the Initial Closing Date, the “Closing Dates” and each, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to an aggregate of 1,000,000 Private Placement Warrants, in the same proportion as the amount of the over-allotment option that is exercised, at a price of $1.50 per warrant for an aggregate purchase price of up to $1,500,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Warrant Agreement (as defined below)Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price payable by it by wire transfer of immediately available funds to the Company, the Company shall either, at its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, the number of 6,600,000 Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number of Warrants Purchased” at a price of $1.00 per warrant for the an aggregate purchase price set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price” of $6,600,000 (the “Purchase Price”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds to the Company or an Company, to the trust account designated at a financial institution to be chosen by the Company Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in accordance with the Company’s wiring instructions instructions, at least one (1) business day prior to be provided separately in advance of the IPO Closing Date. On the Initial IPO Closing Date, upon the payment by the Purchaser of the Purchase Price, by wire transfer of immediately available funds to the Company, the Company, at the Purchaser’s its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the any closing of the over-allotment option option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and each such Over-allotment Closing Date (if any) and the Initial IPO Closing Date being sometimes referred to herein as Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 450,000 Private Placement Warrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants set forth on the signature page to this Agreement next in proportion to the line item “Total Number portion of Overthe over-allotment Warrants” option that is exercised) at a price of $1.00 per warrant for an aggregate purchase price of up to the amount set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price of Over-allotment Warrants” (if the over-allotment option in connection with the Public Offering is exercised in full) $450,000 (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price to the Trust Account by wire transfer of immediately available funds to the Company or an account designated by the Company, in accordance with the Company’s wiring instructions instructions, at least one (1) business day prior to be provided separately in advance of the such Over-allotment Closing Date. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price, by wire transfer of immediately available funds to the Company shallCompany, the Company, at the Purchaser’s its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form in accordance with the Warrant Agreement (as defined below)form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, the number an aggregate of 4,950,000 Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number of Warrants Purchased” at a price of $1.00 per warrant Private Placement Warrant for the an aggregate purchase price set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price” of $4,950,000 (the “Purchase Price”). The Purchaser , which shall pay the Purchase Price be paid by wire transfer of immediately available funds to the Company or an account designated by at least one business day prior to the Company Initial Closing Date in accordance with the Company’s wiring instructions to be provided separately in advance of the Closing Dateinstructions. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, at the Purchaser’s its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering Offering, and concurrently with the consummation thereof, or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and each such Over-allotment Closing Date (if any) and ; together with the Initial Closing Date being sometimes referred to herein as Date, the “Closing Dates” and each, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to the number an aggregate of 93,750 Private Placement Warrants set forth on Warrants, in the signature page to this Agreement next to same proportion as the line item “Total Number amount of Overthe over-allotment Warrants” option that is exercised, at a price of $1.00 per warrant for an aggregate purchase price of up to the amount set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price of Over-allotment Warrants” $93,750 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser , which shall pay the Over-allotment Purchase Price be paid by wire transfer of immediately available funds to the Company or an account designated by the Company, in accordance with the Company’s wiring instructions to be provided separately in advance of the Closing Dateinstructions. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase PricePrice payable by it by wire transfer of immediately available funds to the Company, the Company shallshall either, at the Purchaser’s its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name names to the Purchaser, or effect such delivery in book-entry form in accordance with the Warrant Agreement (as defined below)form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers and the Company (the “Initial Closing Date”), the Company shall issue and sell to the PurchaserPurchasers, and the Purchaser Purchasers shall purchase from the Company, the number of Private Placement Warrants set forth opposite such Purchaser’s name on the signature page Exhibit A to this Agreement next to the line item “Total Number of Warrants Purchased” at a price of $1.00 per warrant for the an aggregate purchase price set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price” of $9,440,000 (the “Purchase Price”). The Purchaser Purchasers shall pay the Purchase Price set forth opposite such Purchaser’s name on Exhibit A to this Agreement by wire transfer of immediately available funds to the Company or an account designated by the Company in accordance with the Company’s wiring instructions to be provided separately in advance of the Closing Dateinstructions. On the Initial Closing Date, upon the payment by the Purchaser Purchasers of the Purchase Price, the Company, at the Purchaser’s its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to each of the PurchaserPurchasers, or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser Purchasers and the Company (each such date, an “Over-allotment Closing Date”, ,” and each such Over-allotment Closing Date (if any) and the Initial Closing Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the PurchaserPurchasers, and the Purchaser Purchasers shall purchase from the Company, up to the number of Private Placement Warrants set forth opposite such Purchaser’s name on the signature page Exhibit A to this Agreement next to the line item “Total Number of Over-allotment Warrants” at a price of $1.00 per warrant for an aggregate purchase price of up to the amount set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price of Over-allotment Warrants” $900,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser Purchasers shall pay the Over-allotment Purchase Price set forth opposite such Purchaser’s name on Exhibit A to this Agreement by wire transfer of immediately available funds to the Company or an account designated by the Company, in accordance with the Company’s wiring instructions to be provided separately in advance of the Closing Dateinstructions. On the Over-allotment Closing Date, upon the payment by the Purchaser Purchasers of the Over-allotment Purchase Price, the Company shall, at the Purchaser’s its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to each of the PurchaserPurchasers, or effect such delivery in book-entry form in accordance with the Warrant Agreement (as defined below)form.

Purchase and Sale of the Private Placement Warrants. (i) At least 24 hours prior to the consummation of the Public Offering, each Purchaser shall deliver its respective portion of the aggregate purchase price of $1.50 per Private Placement Warrant for an aggregate purchase price of $7,850,000 (the “Purchase Price”) for the Private Placement Warrants into the trust fund (“Trust Fund”) established by the Company for the benefit of the Company’s public stockholders as described in the Registration Statement, pursuant to the terms of an investment management trust agreement to be entered into between the Company and Continental Stock Transfer & Trust Company, as trustee. (ii) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers and the Company (the “Initial IPO Closing Date”), the Company shall issue and sell to the PurchaserPurchasers, and the Purchaser Purchasers shall purchase from the Company, the number of 5,233,333 Private Placement Warrants set forth on (or such greater amount as specified herein). On the signature page to this Agreement next to IPO Closing Date, upon the line item “Total Number of Warrants Purchased” at a price payment by the Purchasers of $1.00 per warrant for the aggregate purchase price set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price” (the “Purchase Price”). The Purchaser shall pay 7,850,000 of the Purchase Price by wire transfer of immediately available funds to the Company or an account designated by Trust Fund, the Company in accordance with the Company’s wiring instructions to be provided separately in advance of the Closing Date. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, at the Purchaser’s option, shall deliver a certificate certificates evidencing the 5,233,333 Private Placement Warrants purchased on such date duly registered in the Purchaser’s name Purchasers’ names to the Purchaser, Purchasers as set forth on Exhibit A attached hereto or effect such delivery in book-entry form. (iiiii) On the date of Simultaneously with the consummation of the closing of the any over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser Purchasers and the Company (each such date, an “Over-allotment Option Closing Date”, and ; each such Over-allotment Option Closing Date (if any) and the Initial IPO Closing Date being sometimes referred to herein as Date, a “Closing Date”), the Company shall issue and sell to the PurchaserPurchasers, and the each Purchaser shall purchase from the Company, its respective portion of such number of additional Private Placement Warrants, up to a maximum of 600,000 Private Placement Warrants, as is necessary to maintain the number amount held in the Trust Fund at $10.00 per unit sold in the Public Offering. On each Option Closing Date, upon payment by the Purchasers of the portion of the Purchase Price related to the additional Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number of Over-allotment Warrants” being purchased at a price of $1.00 per warrant for an aggregate purchase price of up to the amount set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price of Over-allotment Warrants” (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price such Option Closing Date by wire transfer of immediately available funds to the Company or an account designated by the Company, in accordance with the Company’s wiring instructions to be provided separately in advance of the Closing Date. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase PriceTrust Fund, the Company shall, at the Purchaser’s option, shall deliver a certificate certificates evidencing the such additional Private Placement Warrants purchased by the Purchaser on such date Option Closing Date duly registered in the Purchaser’s name names to the Purchaser, Purchasers as set forth on Exhibit A attached hereto or effect such delivery in book-entry form in accordance with the Warrant Agreement (as defined below)form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or at and on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, the number of 500,000 Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number of Warrants Purchased” at a price of $1.00 per warrant for the an aggregate purchase price set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price” of $500,000 (the “Purchase Price”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds to the Company or an trust account designated maintained by Continental Stock Transfer & Trust Company, acting as trustee (the Company “Trust Account”), in accordance with the Company’s wiring instructions instructions, at least one (1) business day prior to be provided separately in advance of the IPO Closing Date. On the Initial IPO Closing Date, upon subject to the payment by receipt of funds pursuant to the Purchaser of the Purchase Priceimmediately preceding sentence, the Company, at the Purchaser’s its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and each such Over-allotment Closing Date (if any) and the Initial IPO Closing Date being sometimes referred to herein as Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to an aggregate of 45,000 Private Placement Warrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants set forth on the signature page to this Agreement next in proportion to the line item “Total Number portion of Overthe over-allotment Warrants” option that is then exercised) at a price of $1.00 per warrant for an aggregate purchase price of up to the amount set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price of Over-allotment Warrants” (if the over-allotment option in connection with the Public Offering is exercised in full) $45,000 (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Company or an account designated by Trust Account, at least one (1) business day prior to the Company, in accordance with the Company’s wiring instructions to be provided separately in advance of the Over-allotment Closing Date. On the Over-allotment Closing Date, upon subject to the payment by receipt of funds pursuant to the Purchaser of the Over-allotment Purchase Priceimmediately preceding sentence, the Company shall, at the Purchaser’s its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form in accordance with the Warrant Agreement (as defined below)form.

Purchase and Sale of the Private Placement Warrants. (i) On the date that is one business day prior to the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers and the Company (the “Initial Closing Date”), the Company shall issue and sell to the PurchaserPurchasers, and the Purchaser Purchasers shall purchase from the Company, the number of Private Placement Warrants set forth opposite such Purchaser’s name on the signature page Exhibit A to this Agreement next to the line item “Total Number of Warrants Purchased” at a price of $1.00 1.50 per warrant for the an aggregate purchase price set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price” of $8,000,000 (the “Purchase Price”). The Purchaser Purchasers shall pay the Purchase Price set forth opposite such Purchaser’s name on Exhibit A to this Agreement by wire transfer of immediately available funds to the Company or an account designated by the Company in accordance with the Company’s wiring instructions to be provided separately in advance of the Closing Dateinstructions. On the Initial Closing Date, upon the payment by the Purchaser Purchasers of the Purchase Price, the Company, at the Purchaser’s its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to each of the PurchaserPurchasers, or effect such delivery in book-entry form. (ii) On the date that is one business day prior to the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser Purchasers and the Company (each such date, an “Over-allotment Closing Date”, ,” and each such Over-allotment Closing Date (if any) and the Initial Closing Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the PurchaserPurchasers, and the Purchaser Purchasers shall purchase from the Company, up to the number of Private Placement Warrants set forth opposite such Purchaser’s name on the signature page Exhibit A to this Agreement next to the line item “Total Number of Over-allotment Warrants” at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to the amount set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price of Over-allotment Warrants” $750,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser Purchasers shall pay the Over-allotment Purchase Price set forth opposite such Purchaser’s name on Exhibit A to this Agreement by wire transfer of immediately available funds to the Company or an account designated by the Company, in accordance with the Company’s wiring instructions to be provided separately in advance of the Closing Dateinstructions. On the Over-allotment Closing Date, upon the payment by the Purchaser Purchasers of the Over-allotment Purchase Price, the Company shall, at the Purchaser’s its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to each of the PurchaserPurchasers, or effect such delivery in book-entry form in accordance with the Warrant Agreement (as defined below)form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, the number an aggregate of 818,182 Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number of Warrants Purchased” at a price of $1.00 per warrant for the an aggregate purchase price set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price” of $818,182 (the “Purchase Price”). The Purchaser , which shall pay the Purchase Price be paid by wire transfer of immediately available funds to the Company or an account designated by at least one business day prior to the Company Initial Closing Date in accordance with the Company’s wiring instructions instructions, including to the trust account (the “Trust Account”), at a financial institution to be provided separately in advance of chosen by the Closing DateCompany, maintained by Continental Stock Transfer & Trust Company, acting as trustee. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, at the Purchaser’s its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and each such Over-allotment Closing Date (if any) and the Initial Closing Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to the number an aggregate of 81,818 additional Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number of Over-allotment Warrants” at a price of $1.00 per warrant for an aggregate purchase price of up to the amount set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price of Over-allotment Warrants” $81,818 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company or an account designated by the CompanyTrust Account (as set forth in the wire instructions), at least one business day prior to the Over-allotment Closing Date in accordance with the Company’s wiring instructions to be provided separately in advance of the Closing Dateinstructions. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price, the Company shall, at the Purchaser’s its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form in accordance with the Warrant Agreement (as defined below)form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering and concurrently with the consummation thereof, or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, the number of 4,666,667 Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number of Warrants Purchased” at a price of $1.00 1.50 per warrant for the an aggregate purchase price set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price” of $7,000,000 (the “Purchase Price”). The Purchaser shall pay the Purchase Price shall be paid by wire transfer of immediately available funds to the Company or an account designated by the Company in accordance with the Company’s wiring instructions at least one business day prior to be provided separately in advance the date of effectiveness of the Closing Dateregistration statement on Form S-1 (File No. 333-253093) filed in connection with the Public Offering. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, at the Purchaser’s option, shall deliver a certificate evidencing the Private Placement Warrants duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and each such Over-allotment Closing Date (if any) and the Initial Closing Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to the number of Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number of Over-allotment Warrants” at a price of $1.00 per warrant for an aggregate purchase price of up to the amount set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price of Over-allotment Warrants” (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company or an account designated by the Company, in accordance with the Company’s wiring instructions to be provided separately in advance of the Closing Date. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price, the Company shalleither, at the Purchaser’s its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form form. On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering, and concurrently with the consummation thereof, or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”; together with the Initial Closing Date, the “Closing Dates” and each, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to an aggregate of 500,000 Private Placement Warrants, in the same proportion as the amount of the over-allotment option that is exercised, at a price of $1.50 per warrant for an aggregate purchase price of up to $750,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Warrant Agreement (as defined below)Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price payable by it by wire transfer of immediately available funds to the Company, the Company shall either, at its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, the number an aggregate of 9,100,000 Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number of Warrants Purchased” at a price of $1.00 per warrant for the an aggregate purchase price set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price” of $9,100,000 (the “Purchase Price”). The Purchaser , which shall pay the Purchase Price be paid by wire transfer of immediately available funds to the Company or an account designated by at least one business day prior to the Company Initial Closing Date in accordance with the Company’s wiring instructions to be provided separately in advance of the Closing Dateinstructions. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase PricePrice by wire transfer of immediately available funds to the Company, the Company, at the Purchaser’s its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and each such Over-allotment Closing Date (if any) and the Initial Closing Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to the number an aggregate of 1,050,000 additional Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number of Over-allotment Warrants” at a price of $1.00 per warrant for an aggregate purchase price of up to the amount set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price of Over-allotment Warrants” $1,050,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company or an account designated by at least one business day prior to the Company, Over-Allotment Closing Date in accordance with the Company’s wiring instructions to be provided separately in advance of the Closing Dateinstructions. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price, the Company shall, at the Purchaser’s its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form in accordance with the Warrant Agreement (as defined below)form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, the number of 6,000,000 Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number of Warrants Purchased” at a price of $1.00 per warrant for the an aggregate purchase price set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price” of $6,000,000 (the “Purchase Price”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds to the Company or an account designated Company, to the trust account, at a financial institution to be chosen by the Company Company, maintained by American Stock Transfer & Trust Company, acting as trustee, in accordance with the Company’s wiring instructions (the “Trust Account”), at least one (1) business day prior to be provided separately in advance of the IPO Closing Date. On the Initial IPO Closing Date, upon the payment by the Purchaser of the Purchase Price, by wire transfer of immediately available funds to the Company, the Company, at the Purchaser’s its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the any closing of the over-allotment option option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, ,” and each such Over-allotment Closing Date (if any) and the Initial IPO Closing Date Date, being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to the number an aggregate of 600,000 Private Placement Warrants set forth on Warrants, in the signature page to this Agreement next to same proportion as the line item “Total Number amount of Over-allotment Warrants” the option that is then so exercised, at a price of $1.00 per warrant for an aggregate purchase price of up to the amount set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price of Over-allotment Warrants” $600,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Company or an account designated by the Company, Trust Account at least one (1) business day prior to such Over-allotment Closing Date in accordance with the Company’s wiring instructions to be provided separately in advance of the Closing Dateinstructions. On the Over-allotment Closing Date, upon following the payment by the Purchaser of the Over-allotment Purchase PricePrice by wire transfer of immediately available funds to the Company, the Company shallCompany, at the Purchaser’s its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form in accordance with the Warrant Agreement (as defined below)form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering (the “Initial IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, the number of Initial Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number of Warrants Purchased” at a price of $1.00 1.50 per warrant for the an aggregate purchase price set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price” of $5,410,000.50 (the “Initial Purchase Price”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds to the Company or an account designated by the Company in accordance with the Company’s wiring instructions to be provided separately in advance of the Closing Date. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, at the Purchaser’s option, shall deliver a certificate evidencing the Private Placement Warrants duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) On In the date of event that the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and each such Over-allotment Closing Date (if any) and the Initial Closing Date being sometimes referred to herein as a “Closing Date”)Allotment Option is exercised in full or in part, the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to the total number of Additional Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number of Over-allotment Warrants” at a price of $1.00 1.50 per warrant for an (the aggregate purchase price of up all Additional Private Placement Warrants to the amount set forth on the signature page be purchased hereunder being referred to this Agreement next to the line item “Aggregate Purchase Price of Over-allotment Warrants” (if the over-allotment option in connection with the Public Offering is exercised in full) (as the “Over-allotment Additional Purchase Price”). The total number of Additional Private Placement Warrants to be purchased hereunder shall be in the same proportion as the proportion of the Over-Allotment Option that is exercised (disregarding any fractional warrant). The purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place simultaneously with the closing of the full or partial exercise of the Over-Allotment Option (the “Additional Closing Date”, and together with the IPO Closing Date, the “Closing Dates,” and each a “Closing Date”). (iii) The Purchaser shall pay the Over-allotment Initial Purchase Price by wire transfer of immediately available funds to the Company or an account designated by the Company, in accordance with the Company’s wiring instructions at least one (1) business day prior to be provided separately in advance the date of effectiveness of the Closing Dateregistration statement on Form S-1 (File No. 333-04782) filed in connection with the Public Offering. On the Over-allotment IPO Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase PriceCompany, the Company shallshall either, at the Purchaser’s its option, deliver a certificate certificates evidencing the Initial Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form form. (iv) If applicable, the Purchaser shall pay the Additional Purchase Price by wire transfer of immediately available funds in accordance with the Warrant Agreement Company’s wiring instructions, at least one (as defined below)1) business day prior to the Additional Closing Date. On the Additional Closing Date, if applicable, subject to the receipt of funds pursuant to the immediately prior sentence, the Company, at its option, shall deliver a certificate evidencing the Additional Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, the number an aggregate of 8,150,000 Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number of Warrants Purchased” at a price of $1.00 per warrant for the an aggregate purchase price set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price” of $8,150,000 (the “Purchase Price”). The Purchaser , which shall pay the Purchase Price be paid by wire transfer of immediately available funds to the Company or an account designated by the Company in accordance with the Company’s wiring instructions at least one business day prior to be provided separately in advance of the IPO Closing Date. On the Initial IPO Closing Date, upon the payment by the Purchaser of the Purchase Price, the CompanyCompany shall either, at the Purchaser’s its option, shall deliver a certificate certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) . On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, ,” and each such Over-allotment Closing Date (if any) and the Initial IPO Closing Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to the number an aggregate of 750,000 Private Placement Warrants set forth on Warrants, in the signature page to this Agreement next to same proportion as the line item “Total Number amount of Overthe over-allotment Warrants” option that is exercised, at a price of $1.00 per warrant for an aggregate purchase price of up to the amount set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price of Over-allotment Warrants” $750,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser , which shall pay the Over-allotment Purchase Price be paid by wire transfer of immediately available funds to the Company or an account designated by the Company, in accordance with the Company’s wiring instructions at least one business day prior to be provided separately in advance of the such Over-allotment Closing Date. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase PricePrice payable by it by wire transfer of immediately available funds to the Company, the Company shallshall either, at the Purchaser’s its option, deliver a certificate certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form in accordance with the Warrant Agreement (as defined below)form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of Simultaneously with the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, the number an aggregate of 4,000,000 Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number of Warrants Purchased” at a price of $1.00 per warrant for the an aggregate purchase price set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price” of $4,000,000 (the “Purchase Price”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds to the Company or an trust account designated (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company, acting as trustee (“Continental”), at least one (1) business day prior to the Company in accordance with date of effectiveness (the Company’s wiring instructions to be provided separately in advance “Effective Date”) of the Closing Dateregistration statement relating to the Public Offering (the “Registration Statement”). On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, at the Purchaser’s its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form. (ii) On the date of Simultaneously with the consummation of the closing of the over-allotment option in connection with the Public Offering (the “Over-Allotment Option”) or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, ,” and each such Over-allotment Closing Date (if any) and the Initial Closing Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of up to the number of 375,000 Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number of Over-allotment Warrants” at a price of $1.00 per warrant for an aggregate purchase price of up to the amount set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price of Over-allotment Warrants” $375,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company or an account designated Trust Account maintained by Continental at least one (1) business day prior to the Company, in accordance with the Company’s wiring instructions to be provided separately in advance of the Over-allotment Closing Date. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase PricePrice to the Company, the Company shall, at the Purchaser’s its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form in accordance with the Warrant Agreement (as defined below)form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering Offering, or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, the number of 5,000,000 Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number of Warrants Purchased” at a price of $1.00 1.50 per warrant Private Placement Warrant for the an aggregate purchase price set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price” of $7,500,000 (the “Purchase Price”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds to in the Company or an account designated by the Company following amounts in accordance with the Company’s wiring instructions instructions, at least one (1) business day prior to be provided separately in advance of the Initial Closing Date. On the Initial Closing Date, upon subject to the payment by receipt of funds pursuant to the Purchaser of the Purchase Priceimmediately prior sentence, the Company, at the Purchaser’s its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and each such Over-allotment Closing Date (if any) and the Initial Closing Date being sometimes referred to herein as Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 5,500,000 Private Placement Warrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants set forth on in proportion to portion of the signature page to this Agreement next to the line item “Total Number of Overover-allotment Warrants” option that is then exercised) at a price of $1.00 1.50 per warrant Private Placement Warrant for an aggregate purchase price of up to the amount set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price of Over-allotment Warrants” (if the over-allotment option in connection with the Public Offering is exercised in full) $8,250,000 (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Company or an account designated by the Company, in accordance with the Company’s wiring instructions instructions, at least one (1) business day prior to be provided separately in advance of the Over-allotment Closing Date. On the Over-allotment Closing Date, upon subject to the payment by receipt of funds pursuant to the Purchaser of the Over-allotment Purchase Priceimmediately prior sentence, the Company shall, at the Purchaser’s its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form in accordance with the Warrant Agreement (as defined below)form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, the number an aggregate of 130,000 Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number of Warrants Purchased” at a price of $1.00 per warrant Warrant for the an aggregate purchase price set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price” of $130,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee, at least one day prior to the date of effectiveness (the “Effective Date”) of the registration statement relating to the Public Offering (the “Registration Statement”). The On the Initial Closing Date, following the payment by the Purchaser shall pay of the Purchase Price by wire transfer of immediately available funds to the Company or an account designated by the Company in accordance with the Company’s wiring instructions to be provided separately in advance of the Closing Date. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, at the Purchaser’s its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form. (ii) On the date of Simultaneously with the consummation of the closing of the over-allotment option in connection with the Public Offering (the “Over-allotment Option”) or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, ,” and each such Over-allotment Closing Date (if any) and the Initial Closing Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of up to the number of 12,188 Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number of Over-allotment Warrants” at a price of $1.00 per warrant for an aggregate purchase price of up to the amount set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price of Over-allotment Warrants” $12,188 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company or an account designated Trust Account maintained by Continental at least one business day prior to the Company, in accordance with the Company’s wiring instructions to be provided separately in advance of the Over-allotment Closing Date. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase PricePrice to the Company, the Company shall, at the Purchaser’s its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form in accordance with the Warrant Agreement (as defined below)form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering (the “Initial IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, the number of 6,666,667 Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number of Warrants Purchased” at a price of $1.00 1.50 per warrant for the an aggregate purchase price set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price” of $10,000,000 (the “Purchase Price”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds to the Company or an account designated Company, to the trust account, at a financial institution to be chosen by the Company Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, in accordance with the Company’s wiring instructions (the “Trust Account”), at least one (1) business day prior to be provided separately in advance of the IPO Closing Date. On the Initial IPO Closing Date, upon the payment by the Purchaser of the Purchase Price, by wire transfer of immediately available funds to the Company, the Company, at the Purchaser’s its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an the “Over-allotment Closing Date”, and each such Over-allotment Closing Date (if any) and the Initial IPO Closing Date being sometimes referred to herein as Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 800,000 Private Placement Warrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants set forth on in proportion to portion of the signature page to this Agreement next to the line item “Total Number of Overover-allotment Warrants” option that is exercised) at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to the amount set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price of Over-allotment Warrants” (if the over-allotment option in connection with the Public Offering is exercised in full) $1,200,000 (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Company or an account designated by Trust Account, at least one (1) business day prior to the Company, in accordance with the Company’s wiring instructions to be provided separately in advance of the Over-allotment Closing Date. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase PricePrice by wire transfer of immediately available funds to the Company, the Company shall, at the Purchaser’s its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form in accordance with the Warrant Agreement (as defined below)form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of Simultaneously with the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, the number an aggregate of 3,777,778 Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number of Warrants Purchased” at a price of $1.00 1.50 per warrant for the an aggregate purchase price set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price” of $5,666,667 (the “Purchase Price”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds to the Company or an trust account designated (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company, acting as trustee (”Continental”), at least one (1) business day prior to the Company in accordance with date of effectiveness (the Company’s wiring instructions to be provided separately in advance “Effective Date”) of the Closing Dateregistration statement relating to the Public Offering (the “Registration Statement”). On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, at the Purchaser’s its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form. (ii) On the date of Simultaneously with the consummation of the closing of the over-allotment option in connection with the Public Offering (the “Over-Allotment Option”) or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Allotment Closing Date”, ,” and each such Over-allotment Allotment Closing Date (if any) and the Initial Closing Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from up to an additional 400,000 Private Placement Warrants (the Company“Additional Warrants”), in the same proportion as the amount of the option that is so exercised, and simultaneously with such purchase of Additional Warrants, as payment in full for the Additional Warrants being purchased hereunder, and at least one (1) business day prior to the Over-Allotment Closing Date, Purchaser shall pay $1.50 per Additional Warrant, up to the number of Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number of Over-allotment Warrants” at a price an aggregate amount of $1.00 per warrant for an aggregate purchase price of up to the amount set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price of Over-allotment Warrants” (if the over-allotment option in connection with the Public Offering is exercised in full) 600,000 (the “Over-allotment Allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price , by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company or an account designated by the Company, in accordance with to the Company’s wiring instructions to be provided separately in advance of the Closing DateTrust Account. On the Over-allotment Allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Allotment Purchase Price, the Company shallCompany, at the Purchaser’s its option, shall deliver a certificate evidencing the Private Placement Additional Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form in accordance with the Warrant Agreement (as defined below)form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering (the “Initial IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, the number of 14,800,000 Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number of Warrants Purchased” at a price of $1.00 0.50 per warrant for the an aggregate purchase price set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price” of $7,400,000 (the “Purchase Price”). The Purchaser shall pay the Purchase Price to the Company by wire transfer of immediately available funds in the following amounts: (i) $4,400,000 to the Company or an account designated at a financial institution to be chosen by the Company Company, and (ii) $3,000,000 to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each case in accordance with the Company’s wiring instructions instructions, at least one (1) business day prior to be provided separately in advance of the IPO Closing Date. On the Initial IPO Closing Date, upon subject to the payment by receipt of funds pursuant to the Purchaser of the Purchase Priceimmediately prior sentence, the Company, at the Purchaser’s its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the each closing of the over-allotment option option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, ” and each such Over-allotment Closing Date (if any) and the Initial IPO Closing Date being sometimes referred to herein as Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to an aggregate of 1,200,000 Private Placement Warrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants set forth on in proportion to portion of the signature page to this Agreement next to the line item “Total Number of Overover-allotment Warrants” option that is then exercised) at a price of $1.00 0.50 per warrant for an aggregate purchase price of up to the amount set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price of Over-allotment Warrants” (if the over-allotment option in connection with the Public Offering is exercised in full) $600,000 (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Company or an account designated by Trust Account, at least one (1) business day prior to the Company, in accordance with the Company’s wiring instructions to be provided separately in advance of the applicable Over-allotment Closing Date. On the each Over-allotment Closing Date, upon subject to the payment by receipt of funds pursuant to the Purchaser of the Over-allotment Purchase Priceimmediately prior sentence, the Company shall, at the Purchaser’s its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form in accordance with the Warrant Agreement (as defined below)form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of Simultaneously with the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, the number an aggregate of 2,625,000 Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number of Warrants Purchased” at a price of $1.00 per warrant for the an aggregate purchase price set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price” of $2,625,000 (the “Purchase Price”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds to the Company or an trust account designated (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company, acting as trustee (“Continental”), at least one (1) business day prior to the Company in accordance with date of effectiveness (the Company’s wiring instructions to be provided separately in advance “Effective Date”) of the Closing Dateregistration statement relating to the Public Offering (the “Registration Statement”). On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, at the Purchaser’s its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form. (ii) On the date of Simultaneously with the consummation of the closing of the over-allotment option in connection with the Public Offering (the “Over-Allotment Option”) or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, ,” and each such Over-allotment Closing Date (if any) and the Initial Closing Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of up to the number of 2,793,750 Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number of Over-allotment Warrants” at a price of $1.00 per warrant for an aggregate purchase price of up to the amount set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price of Over-allotment Warrants” $2,793,750 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company or an account designated Trust Account maintained by Continental at least one (1) business day prior to the Company, in accordance with the Company’s wiring instructions to be provided separately in advance of the Over-allotment Closing Date. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase PricePrice to the Company, the Company shall, at the Purchaser’s its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form in accordance with the Warrant Agreement (as defined below)form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, the number of 8,000,000 Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number of Warrants Purchased” at a price of $1.00 1.50 per warrant for the an aggregate purchase price set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price” of $12,000,000 (the “Purchase Price”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds to the Company or an Company, to the trust account designated at a financial institution to be chosen by the Company Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in accordance with the Company’s wiring instructions instructions, at least one (1) business day prior to be provided separately in advance of the IPO Closing Date. On the Initial IPO Closing Date, upon the payment by the Purchaser of the Purchase Price, by wire transfer of immediately available funds to the Company, the Company, at the Purchaser’s its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the any closing of the over-allotment option option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and each such Over-allotment Closing Date (if any) and the Initial IPO Closing Date being sometimes referred to herein as Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 1,000,000 Private Placement Warrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants set forth on the signature page to this Agreement next in proportion to the line item “Total Number portion of Overthe over-allotment Warrants” option that is exercised) at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to the amount set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price of Over-allotment Warrants” (if the over-allotment option in connection with the Public Offering is exercised in full) $1,500,000 (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price to the Trust Account by wire transfer of immediately available funds to the Company or an account designated by the Company, in accordance with the Company’s wiring instructions instructions, at least one (1) business day prior to be provided separately in advance of the such Over-allotment Closing Date. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price, by wire transfer of immediately available funds to the Company shallCompany, the Company, at the Purchaser’s its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form in accordance with the Warrant Agreement (as defined below)form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers and the Company (the “Initial Closing Date”), the Company shall issue and sell to the PurchaserPurchasers, and the Purchaser Purchasers shall purchase from the Company, the number an aggregate of 8,000,000 Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number of Warrants Purchased” at a price of $1.00 1.50 per warrant for the an aggregate purchase price set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price” of $12,000,000 (the “Purchase Price”) (in such amounts as described on Exhibit A hereto). The Purchaser , which shall pay the Purchase Price be paid by wire transfer of immediately available funds to the Company or an account designated by the Company in accordance with the Company’s wiring instructions at least one business day prior to the date of effectiveness of the registration statement to be provided separately filed in advance of connection with the Closing DatePublic Offering. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, shall either, at the Purchaser’s its option, shall deliver a certificate certificates evidencing the Private Placement Warrants purchased by the Purchasers on such date duly registered in the each Purchaser’s name to the each Purchaser, or effect such delivery in book-entry form. (ii) . On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser Purchasers and the Company (each such date, an “Over-allotment Closing Date”, ,” and each such Over-allotment Closing Date (if any) and the Initial Closing Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the PurchaserPurchasers, and the Purchaser Purchasers shall purchase from the Company, up to the number an aggregate of 1,000,000 Private Placement Warrants set forth on Warrants, in the signature page to this Agreement next to same proportion as the line item “Total Number amount of Overthe over-allotment Warrants” option that is exercised, at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to the amount set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price of Over-allotment Warrants” $1,500,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”) (in such amounts as described on Exhibit A hereto). The Purchaser , which shall pay the Over-allotment Purchase Price be paid by wire transfer of immediately available funds to the Company or an account designated by the Company, in accordance with the Company’s wiring instructions to be provided separately in advance of the Closing Dateinstructions. On the Over-allotment Closing Date, upon the payment by the Purchaser Purchasers of the Over-allotment Purchase PricePrice payable by them by wire transfer of immediately available funds to the Company, the Company shallshall either, at the Purchaser’s its option, deliver a certificate certificates evidencing the Private Placement Warrants purchased by the Purchaser Purchasers on such date duly registered in the each Purchaser’s name to the each Purchaser, or effect such delivery in book-entry form in accordance with the Warrant Agreement (as defined below)form.

Purchase and Sale of the Private Placement Warrants. (i) On the date that is one business day prior to the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, the number of [ ] Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number of Warrants Purchased” at a price of $1.00 per warrant for the an aggregate purchase price set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price” of $[ ] (the “Purchase Price”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds to the Company or an account designated by the Company in accordance with the Company’s wiring instructions to be provided separately in advance of the Closing Dateinstructions. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, at the Purchaser’s its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) On the date that is one business day prior to the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, ,” and each such Over-allotment Closing Date (if any) and the Initial Closing Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to the number of [ ] Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number of Over-allotment Warrants” at a price of $1.00 per warrant for an aggregate purchase price of up to the amount set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price of Over-allotment Warrants” $[ ] (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company or an account designated by the Company, in accordance with the Company’s wiring instructions to be provided separately in advance of the Closing Dateinstructions. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price, the Company shall, at the Purchaser’s its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form in accordance with the Warrant Agreement (as defined below)form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of Simultaneously with the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, the number an aggregate of 755,555 Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number of Warrants Purchased” at a price of $1.00 1.50 per warrant for the an aggregate purchase price set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price” of $1,133,332.50 (the “Purchase Price”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds to the Company or an trust account designated (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company, acting as trustee (”Continental”), on the Company in accordance with the Company’s wiring instructions to be provided separately in advance of the Initial Closing Date. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, at the Purchaser’s its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form. (ii) On the date of Simultaneously with the consummation of the closing of the over-allotment option in connection with the Public Offering (the “Over-Allotment Option”) or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Allotment Closing Date”, ,” and each such Over-allotment Allotment Closing Date (if any) and the Initial Closing Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from up to an additional 80,000 Private Placement Warrants (the Company“Additional Warrants”), in the same proportion as the amount of the option that is so exercised, and simultaneously with such purchase of Additional Warrants, as payment in full for the Additional Warrants being purchased hereunder, on the Over-Allotment Closing Date, Purchaser shall pay $1.50 per Additional Warrant, up to the number of Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number of Over-allotment Warrants” at a price an aggregate amount of $1.00 per warrant for an aggregate purchase price of up to the amount set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price of Over-allotment Warrants” (if the over-allotment option in connection with the Public Offering is exercised in full) 120,000 (the “Over-allotment Allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price , by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company or an account designated by the Company, in accordance with to the Company’s wiring instructions to be provided separately in advance of the Closing DateTrust Account. On the Over-allotment Allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Allotment Purchase Price, the Company shallCompany, at the Purchaser’s its option, shall deliver a certificate evidencing the Private Placement Additional Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form in accordance with the Warrant Agreement (as defined below)form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, the number of 4,500,000 Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number of Warrants Purchased” at a price of $1.00 1.50 per warrant for the an aggregate purchase price set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price” of $6,750,000 (the “Purchase Price”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds to the Company or an Company, to the trust account designated at a financial institution to be chosen by the Company Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in accordance with the Company’s wiring instructions instructions, at least one (1) business day prior to be provided separately in advance of the IPO Closing Date. On the Initial IPO Closing Date, upon the payment by the Purchaser of the Purchase Price, by wire transfer of immediately available funds to the Company, the Company, at the Purchaser’s its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the any closing of the over-allotment option option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and each such Over-allotment Closing Date (if any) and the Initial IPO Closing Date being sometimes referred to herein as Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 500,000 Private Placement Warrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants set forth on the signature page to this Agreement next in proportion to the line item “Total Number portion of Overthe over-allotment Warrants” option that is exercised) at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to the amount set forth on the signature page to this Agreement next to the line item “Aggregate Purchase Price of Over-allotment Warrants” (if the over-allotment option in connection with the Public Offering is exercised in full) $750,000 (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price to the Trust Account by wire transfer of immediately available funds to the Company or an account designated by the Company, in accordance with the Company’s wiring instructions instructions, at least one (1) business day prior to be provided separately in advance of the such Over-allotment Closing Date. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price, by wire transfer of immediately available funds to the Company shallCompany, the Company, at the Purchaser’s its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form in accordance with the Warrant Agreement (as defined below)form.