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 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, an aggregate of 7,500,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of up to $7,500,000 (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 (the “Trust Account”) in accordance with the Company’s wiring instructions at least one business day prior to the date of effectiveness of the registration statement on Form S-1 (File No. 333-252273) filed in connection with the Public Offering. On the Initial Closing Date, the Company, shall either, at its option, deliver 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. 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 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 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 Trust Account in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price payable by them by wire transfer of immediately available funds to the Company, the Company shall either, at its option, deliver 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.

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, an aggregate the number of 7,500,000 Private Placement Warrants that is indicated opposite the Purchaser’s name on Annex I hereto at a price of $1.00 1.50 per warrant for an the aggregate purchase price of up to $7,500,000 that is indicated on Annex I hereto (the “Purchase Price”), which shall be paid by the Purchaser by wire transfer of immediately available funds to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”) in accordance with the Company’s wiring instructions Company at least one business day prior to the date of effectiveness of the registration statement on Form S-1 (File No. 333-252273) filed Initial Closing Date in connection accordance with the Public OfferingCompany’s wiring instructions. On the Initial Closing Date, following the payment by the Purchaser of its Purchase Price by wire transfer of immediately available funds to the Company, shall eitherthe Company, at its option, shall deliver certificates 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 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 an aggregate number of 600,000 Private Placement WarrantsWarrants that is indicated opposite the Purchaser’s name on Annex II hereto, in the same proportion as the amount of the over-allotment 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 $600,000 (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 Trust Account Company at least one business day prior to such Over-allotment Closing Date in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon following the payment by the Purchaser of the his or its Over-allotment Purchase Price payable by them by wire transfer of immediately available funds to the Company, the Company shall eitherCompany, at its option, shall deliver certificates 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.

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, an aggregate of 7,500,000 3,800,000 Private Placement Warrants at a price of $1.00 per warrant Warrant for an aggregate purchase price of up to $7,500,000 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 (the “Trust Account”) in accordance with the Company’s wiring instructions trustee, at least one business day prior to the date of effectiveness (the “Effective Date”) of the registration statement on Form S-1 (File No. 333-252273) filed in connection with relating to the Public OfferingOffering (the “Registration Statement”). On the Initial Closing Date, following the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds to the Company, shall eitherthe Company, at its option, shall deliver certificates 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. On the date of . (ii) 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 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 an aggregate of 600,000 up to 356,250 Private Placement Warrants, in the same proportion as the amount of the over-allotment option that is exercised, Warrants at a price of $1.00 per warrant for an aggregate purchase price of up to $600,000 356,250 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which . Purchaser shall be paid pay the Over-allotment Purchase Price by wire transfer of immediately available funds to the Trust Account in accordance with maintained by Continental at least one business day prior to the Company’s wiring instructionsOver-allotment Closing Date. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price payable by them by wire transfer of immediately available funds to the Company, the Company shall eithershall, at its option, deliver certificates 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.

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, an aggregate of 7,500,000 3,833,333 Private Placement Warrants at a price of $1.00 1.50 per warrant Private Placement Warrant for an aggregate purchase price of up to $7,500,000 5,750,000 (the “Purchase Price”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds in accordance with the Company’s wiring instructions, which shall be paid at least one (1) business day prior to the IPO Closing Date. On the IPO Closing Date, upon the payment by the Purchaser of the Purchase Price, by wire transfer of immediately available funds to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”) in accordance with the Company’s wiring instructions at least one business day prior to the date of effectiveness of the registration statement on Form S-1 (File No. 333-252273) filed in connection with the Public Offering. On the Initial Closing Date, the Company, shall either, at its option, shall deliver certificates 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 the “Over-allotment Closing Date,” ”, and each 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 600,000 300,000 Private Placement WarrantsWarrants (or, in to the same proportion as the amount of extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of 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 $600,000 450,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which . The Purchaser shall be paid 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 Trust Account in accordance with the Company’s wiring instructionsapplicable Over-allotment Closing Date. On the each Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price payable by them by wire transfer of immediately available funds to the Company, the Company shall eithershall, at its option, deliver certificates 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.

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, an aggregate of 7,500,000 6,666,667 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to $7,500,000 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 date of effectiveness of Initial Closing Date; provided, however, that the registration statement Purchase Price shall be reimbursed to the Purchaser if the Initial Closing Date does not occur on Form S-1 (File No. 333-252273) filed in connection with the Public Offeringday following such wire payment. On the Initial Closing Date, following the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds to the Company, shall eitherthe Company, at its option, shall deliver certificates 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 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 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, up to an aggregate of 600,000 up to 700,000 Private Placement Warrants, in the same proportion as the amount of the over-allotment option that is then so exercised, at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to $600,000 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 Trust Account 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. On the Over-allotment Closing Date, upon following the payment by the Purchaser of the Over-allotment Purchase Price payable by them by wire transfer of immediately available funds to the Company, the Company shall eithershall, at its option, deliver certificates 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 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, an aggregate of 7,500,000 6,050,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of up to $7,500,000 6,050,000 (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 (the “Trust Account”) Company in accordance with the Company’s wiring instructions at least one two business day days prior to the date of effectiveness (the “Effective Date”) of the registration statement on Form S-1 (File No. 333-252273249437) 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, the Company, shall either, at its option, deliver certificates evidencing the Private Placement Warrants purchased by the Purchaser Purchasers on such date duly registered in the each Purchaser’s name to the such Purchaser, or effect such delivery in book-entry form. 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 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 an aggregate of 600,000 431,550 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 $600,000 431,550 (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 Trust Account Company in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser Sponsor of the Over-allotment Purchase Price payable by them it by wire transfer of immediately available funds to the Company, the Company shall either, at its option, deliver 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.

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, an aggregate of 7,500,000 2,666,667 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to $7,500,000 4,000,000.50 (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 (the “Trust Account”) Company in accordance with the Company’s wiring instructions at least one business day prior to the date of effectiveness of the registration statement on Form S-1 (File No. 333-252273) filed in connection with the Public Offeringinstructions. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds to the Company, shall eitherthe Company, at its option, shall deliver certificates a certificate evidencing the Private Placement Warrants purchased by the Purchaser 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 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 an aggregate of 600,000 300,000 Private Placement Warrants, in the same proportion as the amount of the over-allotment option that is exercised, Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to $600,000 450,000 (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 Trust Account Company in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price payable by them by wire transfer of immediately available funds to the Company, the Company shall eithershall, at its option, deliver certificates 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.

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, up to an aggregate of 7,500,000 2,666,667 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to $7,500,000 4,000,000 (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 (the “Trust Account”) Company in accordance with the Company’s wiring instructions at least one business day prior to the date of effectiveness of the registration statement on Form S-1 (File No. 333-252273239196) filed in connection with the Public Offering. On the Initial Closing Date, the Company, shall either, at its option, deliver 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. 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 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 an aggregate of 600,000 250,000 Private Placement Warrants, in the same proportion as the amount of the over-allotment option that is exercised, at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to $600,000 375,000 (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 Trust Account Company in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price payable by them by wire transfer of immediately available funds to the Company, the Company shall either, at its option, deliver 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.

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, an aggregate of 7,500,000 300,000 Private Placement Warrants at a price of $1.00 1.50 per warrant Private Placement Warrant for an aggregate purchase price of up to $7,500,000 450,000 (the “Purchase Price”). The Purchaser shall pay, which shall be paid at least one (1) business day prior to the IPO Closing Date, the Purchase Price by wire transfer of immediately available funds funds, to accounts designated by the 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 (the “Trust Account”) trustee, in accordance with the Company’s wiring instructions at least one business day prior to the date of effectiveness of the registration statement on Form S-1 (File No. 333-252273) filed in connection with the Public Offeringinstructions. On the Initial IPO Closing Date, the Company, shall either, at its option, deliver certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name subject to receipt of funds pursuant to the Purchaserimmediately prior sentence, or the Company shall 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 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 600,000 50,000 Private Placement WarrantsWarrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to the same proportion as the amount portion of the over-allotment 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 $600,000 75,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which . The Purchaser shall be paid 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 the Trust Account (as set forth in accordance with the Company’s wiring wire instructions), at least one (1) business day prior to the applicable Over-allotment Closing Date. On the each Over-allotment Closing Date, upon the payment by the Purchaser subject to receipt of the Over-allotment Purchase Price payable by them by wire transfer of immediately available funds pursuant to the Companyimmediately prior sentence, the Company shall either, at its option, deliver 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.

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 Purchaser 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, an aggregate of 7,500,000 3,900,000 Private Placement Warrants at a price (or such greater amount as specified herein). On the IPO Closing Date, upon the payment by the Purchasers of $1.00 per warrant for an aggregate purchase price 5,850,000 of up to $7,500,000 (the “Purchase Price”), which shall be paid Price by wire transfer of immediately available funds to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”) in accordance with the Company’s wiring instructions at least one business day prior to the date of effectiveness of the registration statement on Form S-1 (File No. 333-252273) filed in connection with the Public Offering. On the Initial Closing DateFund, the Company, Company shall either, at its option, deliver certificates evidencing the 3,900,000 Private Placement Warrants purchased by the Purchaser 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. On the date of . (iii) 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 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, up to an aggregate its respective portion of 600,000 such number of additional Private Placement Warrants, up to a maximum of 400,000 Private Placement Warrants, as is necessary to maintain the amount held in the same proportion as Trust Fund at $10.00 per unit sold in the amount Public Offering. On each Option Closing Date, upon payment by the Purchasers of the over-allotment option that is exercised, portion of the Purchase Price related to the additional Private Placement Warrants being purchased 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 such Option Closing Date by wire transfer of immediately available funds to the Trust Account in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price payable by them by wire transfer of immediately available funds to the CompanyFund, the Company shall either, at its option, deliver 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.

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, an aggregate of 7,500,000 5,666,667 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to $7,500,000 8,500,000 (the “Purchase Price”), which . The Purchaser shall be paid pay the Purchase Price by wire transfer of immediately available funds to the Company, to the trust account account, at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”) 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 on Form S-1 (File No. 333-252273) filed in connection with the Public OfferingIPO 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, shall eitherthe Company, at its option, shall deliver certificates 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 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 an aggregate of 600,000 650,000 Private Placement Warrants, in the same proportion as the amount of the over-allotment option that is then so exercised, at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to $600,000 975,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which . The Purchaser shall be paid 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 in accordance with the Company’s wiring instructionsat least one (1) business day prior to such Over-allotment Closing Date. On the Over-allotment Closing Date, upon following the payment by the Purchaser of the Over-allotment Purchase Price payable by them by wire transfer of immediately available funds to the Company, the Company shall eitherCompany, at its option, shall deliver certificates 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, an aggregate of 7,500,000 9,550,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of up to $7,500,000 9,550,000 (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 (the “Trust Account”) Company in accordance with the Company’s wiring instructions at least one business day prior to the date of effectiveness of the registration statement on Form S-1 (File No. 333-252273) filed in connection with the Public OfferingIPO Closing Date. On the Initial IPO Closing Date, the Company, Company shall either, at its option, deliver 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. 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 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 an aggregate of 600,000 additional 1,200,000 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 1,200,000 (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 Trust Account Company in accordance with the Company’s wiring instructionsinstructions at least one business day prior to such Over-allotment Closing Date. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price payable by them it by wire transfer of immediately available funds to the Company, the Company shall either, at its option, deliver 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.

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, an aggregate of 7,500,000 6,666,667 warrants (or 7,366,667 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to $7,500,000 10,000,000 (the “Purchase Price”), which . The Purchaser shall be paid pay the Purchase Price by wire transfer of immediately available funds to the Company, to the trust account account, at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”) 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 on Form S-1 (File No. 333-252273) filed in connection with the Public OfferingIPO 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, shall eitherthe Company, at its option, shall deliver certificates 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 the “Over-allotment Closing Date,” ”, and each 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 600,000 700,000 Private Placement WarrantsWarrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to the same proportion as the amount portion of the over-allotment option that is exercised, ) at a price of $1.00 1.50 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) 1,050,000 (the “Over-allotment Purchase Price”), which . The Purchaser shall be paid 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 in accordance with Account, at least one (1) business day prior to the Company’s wiring instructionsOver-allotment Closing Date. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price payable by them by wire transfer of immediately available funds to the Company, the Company shall eithershall, at its option, deliver certificates 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.

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, an aggregate of 7,500,000 6,666,667 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to $7,500,000 10,000,000 (the “Purchase Price”), which . The Purchaser shall be paid pay the Purchase Price by wire transfer of immediately available funds to the Company, to the trust account account, at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”) 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 on Form S-1 (File No. 333-252273) filed in connection with the Public OfferingIPO 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, shall eitherthe Company, at its option, shall deliver certificates 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 the “Over-allotment Closing Date,” ”, and each 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 600,000 700,000 Private Placement WarrantsWarrants (or, to the extent the over-allotment option is not exercised in the same full, a lesser number of Private Placement Warrants in proportion as the amount to portion of the over-allotment option that is exercised, ) at a price of $1.00 1.50 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) 1,050,000 (the “Over-allotment Purchase Price”), which . The Purchaser shall be paid 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 in accordance with Account, at least one (1) business day prior to the Company’s wiring instructionsOver-allotment Closing Date. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price payable by them by wire transfer of immediately available funds to the Company, the Company shall eithershall, at its option, deliver certificates 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.

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, an aggregate of 7,500,000 the Initial Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of up to $7,500,000 6,775,000 (the “Initial Purchase Price”), which shall be paid by wire transfer of immediately available funds to . (ii) In the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (event that the “Trust Account”) in accordance with the Company’s wiring instructions at least one business day prior to the date of effectiveness of the registration statement on Form S-1 (File No. 333-252273) filed in connection with the Public Offering. On the Initial Closing Date, the Company, shall either, at its option, deliver 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. 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 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 an aggregate the total number of 600,000 Additional Private Placement Warrants, in the same proportion as the amount of the over-allotment option that is exercised, Warrants at a price of $1.00 per warrant for an (the aggregate purchase price of up all Additional Private Placement Warrants to $600,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (be purchased hereunder being referred to as the “Over-allotment Additional Purchase Price”), which . The total number of Additional Private Placement Warrants to be purchased hereunder shall be paid 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 Initial Purchase Price by wire transfer of immediately available funds to the Trust Account in accordance with the Company’s wiring instructions, at least one (1) business day prior to the IPO Closing Date. On the Over-allotment IPO Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price payable by them by wire transfer of immediately available funds subject to the Companyreceipt of funds pursuant to the immediately prior sentence, the Company shall eitherCompany, at its option, shall deliver certificates 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. (iv) If applicable, the Purchaser shall pay the Additional Purchase Price by wire transfer of immediately available funds in accordance with the Company’s wiring instructions, at least one (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 each of the Purchaser 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, an aggregate the number of 7,500,000 Private Placement Warrants that is indicated opposite such Purchaser’s name on Annex I hereto at a price of $1.00 per warrant for an the aggregate purchase price of up to $7,500,000 that is indicated on Annex I hereto (the “Purchase Price”), which shall be paid by such Purchaser by wire transfer of immediately available funds to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (Company at least one day prior to the “Trust Account”) Initial Closing Date in accordance with the Company’s wiring instructions at least one business day prior to the date of effectiveness of the registration statement on Form S-1 (File No. 333-252273) filed in connection with the Public Offeringinstructions. 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, shall eitherthe Company, at its option, shall deliver certificates 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 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 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 an aggregate number of 600,000 Private Placement WarrantsWarrants that is indicated opposite such Purchaser’s name on Annex II hereto, in the same proportion as the amount of the over-allotment 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 $600,000 (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 Trust Account Company at least one day prior to such Over-allotment Closing Date in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon following the payment by the Purchaser each of the Purchasers of his or its Over-allotment Purchase Price payable by them by wire transfer of immediately available funds to the Company, the Company shall eitherCompany, at its option, shall deliver certificates 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.

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, an aggregate of 7,500,000 4,666,667 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to $7,500,000 7,000,000 (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 (the “Trust Account”) Company in accordance with the Company’s wiring instructions at least one business day prior to the date of effectiveness of the registration statement on Form S-1 (File No. 333-252273) filed in connection with the Public Offeringinstructions. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds to the Company, shall eitherthe Company, at its option, shall deliver certificates a certificate evidencing the Private Placement Warrants purchased by the Purchaser 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 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 an aggregate of 600,000 500,000 Private Placement Warrants, in the same proportion as the amount of the over-allotment option that is exercised, Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to $600,000 750,000 (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 Trust Account Company in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price payable by them by wire transfer of immediately available funds to the Company, the Company shall eithershall, at its option, deliver certificates 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.

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, an aggregate of 7,500,000 Company 6,000,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of up to $7,500,000 6,000,000 (the “Purchase Price”), which . The Purchase Price shall be paid by wire transfer of immediately available funds to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”) Company in accordance with the Company’s wiring instructions at least one business day prior to the date of effectiveness of the registration statement on Form S-1 (File No. 333-252273) to be filed in connection with the Public Offering. On the Initial Closing Date, the Company, shall either, at its option, deliver certificates 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. 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 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 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 Trust Account Company in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price payable by them it by wire transfer of immediately available funds to the Company, the Company shall either, at its option, deliver certificates 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, an aggregate of 7,500,000 7,333,333 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to $7,500,000 11,000,000 (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 (the “Trust Account”) Company in accordance with the Company’s wiring instructions at least one business day prior to the date of effectiveness of the registration statement on Form S-1 (File No. 333-252273) filed in connection with the Public Offeringinstructions. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds to the Company, shall eitherthe Company, at its option, shall deliver certificates a certificate evidencing the Private Placement Warrants purchased by the Purchaser 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 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 an aggregate of 600,000 900,000 Private Placement Warrants, in the same proportion as the amount of the over-allotment option that is exercised, Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to $600,000 1,350,000 (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 Trust Account Company in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price payable by them by wire transfer of immediately available funds to the Company, the Company shall eithershall, at its option, deliver certificates 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.

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, an aggregate of 7,500,000 3,650,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of up to $7,500,000 3,650,000 (the “Purchase Price”), which . The Purchaser shall be paid pay the Purchase Price by wire transfer of immediately available funds in an amount equal to $3,650,000 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 the date of effectiveness of the registration statement on Form S-1 (File No. 333-252273) filed in connection with the Public OfferingIPO Closing Date. On the Initial IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company, shall either, at its option, shall deliver certificates 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 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 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 an aggregate of 600,000 337,500 Private Placement WarrantsWarrants (or, to the extent the option to purchase additional units is not exercised in the same full, a lesser number of Private Placement Warrants in proportion as the amount to portion 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) 337,500 (the “Over-allotment Option Purchase Price”), which . The Purchaser shall be paid pay the Option Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Trust Account in accordance with Account, at least one (1) business day prior to the Company’s wiring instructionsOption Closing Date. On the Over-allotment Option Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price payable by them by wire transfer of immediately available funds subject to the Companyreceipt of funds pursuant to the immediately prior sentence, the Company shall eithershall, at its option, deliver certificates 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.

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, up to an aggregate of 7,500,000 5,333,334 Private Placement Warrants at a price of $1.00 1.50 per warrant Private Placement Warrant for an aggregate purchase price of up to $7,500,000 8,000,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company as follows: (i) $2,000,000 to the Company at a financial institution to be chosen by the 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 the date of effectiveness of the registration statement on Form S-1 (File No. 333-252273) filed in connection with the Public OfferingInitial Closing Date. On the Initial Closing Date, subject to the Companyreceipt of funds pursuant to the immediately foregoing sentence, the Company shall either, at its option, deliver 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 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 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 1.50 per warrant Private Placement Warrant for an aggregate purchase price of up to $600,000 900,000 (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 Trust Account Account, at least one business day prior to the Over-allotment Closing Date in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price payable by them by wire transfer of immediately available funds subject to the Companyreceipt of funds pursuant to the immediately foregoing sentence, the Company shall either, at its option, deliver 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.

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 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, an aggregate of 7,500,000 Company the Private Placement Warrants set forth opposite such Purchaser’s name on Exhibit A to this Agreement at a price of $1.00 per warrant for an aggregate purchase price of up to approximately $7,500,000 6,000,000 (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 (the “Trust Account”) Company in accordance with the Company’s wiring instructions at least one business day prior to the date of effectiveness of the registration statement on Form S-1 (File No. 333-252273) filed in connection with the Public Offeringinstructions. On the Initial Closing Date, upon the payment by the Purchasers of 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, shall eitherthe Company shall, at its option, deliver certificates a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the such Purchaser’s name to the each Purchaser, or effect such delivery in book-entry form. 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 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 an aggregate of 600,000 Private Placement Warrants, in the same proportion as the amount of the over-allotment option that is exercised, Warrants 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 Trust Account Company in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser Sponsor of the Over-allotment Purchase Price payable by them by wire transfer of immediately available funds to the Company, the Company shall eithershall, at its option, deliver certificates 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.

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, an aggregate of 7,500,000 Company 6,500,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of up to $7,500,000 6,500,000 (the “Purchase Price”), which . The Purchase Price shall be paid by wire transfer of immediately available funds to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”) Company in accordance with the Company’s wiring instructions at least one business day prior to the date of effectiveness of the registration statement on Form S-1 (File No. 333-252273) to be filed in connection with the Public Offering. On the Initial Closing Date, the Company, shall either, at its option, deliver certificates 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. 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 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 an aggregate of 600,000 225,000 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 $600,000 225,000 (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 Trust Account Company in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price payable by them it by wire transfer of immediately available funds to the Company, the Company shall either, at its option, deliver certificates 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, an aggregate of 7,500,000 4,950,000 Private Placement Warrants at a price of $1.00 per warrant Private Placement Warrant for an aggregate purchase price of up to $7,500,000 4,950,000 (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 (the “Trust Account”) in accordance with the Company’s wiring instructions Company at least one business day prior to the date of effectiveness of the registration statement on Form S-1 (File No. 333-252273) filed Initial Closing Date in connection accordance with the Public OfferingCompany’s wiring instructions. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, shall either, at its option, shall deliver certificates 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 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 an aggregate of 600,000 93,750 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 93,750 (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 Trust Account Company in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price payable by them it by wire transfer of immediately available funds to the Company, the Company shall either, at its option, deliver certificates 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.

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, an aggregate of 7,500,000 130,000 Private Placement Warrants at a price of $1.00 per warrant Warrant for an aggregate purchase price of up to $7,500,000 130,000 (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 (the “Trust Account”) in accordance with the Company’s wiring instructions trustee, at least one business day prior to the date of effectiveness (the “Effective Date”) of the registration statement on Form S-1 (File No. 333-252273) filed in connection with relating to the Public OfferingOffering (the “Registration Statement”). On the Initial Closing Date, following the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds to the Company, shall eitherthe Company, at its option, shall deliver certificates 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. On the date of . (ii) 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 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 an aggregate of 600,000 up to 12,188 Private Placement Warrants, in the same proportion as the amount of the over-allotment option that is exercised, Warrants at a price of $1.00 per warrant for an aggregate purchase price of up to $600,000 12,188 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which . Purchaser shall be paid pay the Over-allotment Purchase Price by wire transfer of immediately available funds to the Trust Account in accordance with maintained by Continental at least one business day prior to the Company’s wiring instructionsOver-allotment Closing Date. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price payable by them by wire transfer of immediately available funds to the Company, the Company shall eithershall, at its option, deliver certificates 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.

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, an aggregate of 7,500,000 4,433,333 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to $7,500,000 6,650,000 (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 (the “Trust Account”) Company in accordance with the Company’s wiring instructions at least one business day prior to the date of effectiveness of the registration statement on Form S-1 (File No. 333-252273253411) filed in connection with the Public Offering. On the Initial Closing Date, the Company, shall either, at its option, deliver 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. 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 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 an aggregate of 600,000 300,000 Private Placement Warrants, in the same proportion as the amount of the over-allotment option that is exercised, at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to $600,000 450,000 (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 Trust Account Company in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price payable by them by wire transfer of immediately available funds to the Company, the Company shall either, at its option, deliver 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.

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, an aggregate of 7,500,000 5,181,818 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of up to $7,500,000 5,181,818 (the “Purchase Price”), which shall be paid 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, 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 (the “Trust Account”) in accordance with the Company’s wiring instructions at least one business day prior to the date of effectiveness of the registration statement on Form S-1 (File No. 333-252273) filed in connection with the Public Offeringtrustee. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, shall either, at its option, shall deliver certificates 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 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 an aggregate of 600,000 518,182 additional Private Placement Warrants, in the same proportion as the amount of the over-allotment option that is exercised, Warrants at a price of $1.00 per warrant for an aggregate purchase price of up to $600,000 518,182 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which . The Purchaser shall be paid pay the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company or the Trust 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. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price payable by them by wire transfer of immediately available funds to the CompanyPrice, the Company shall eithershall, at its option, deliver certificates 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, up to an aggregate of 7,500,000 4,000,000 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to $7,500,000 6,000,000 (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 (the “Trust Account”) Company in accordance with the Company’s wiring instructions at least one business day prior to the date of effectiveness of the registration statement on Form S-1 (File No. 333-252273236578) filed in connection with the Public Offering. On the Initial Closing Date, the Company, shall either, at its option, deliver 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. 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 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 an aggregate of 600,000 400,000 Private Placement Warrants, in the same proportion as the amount of the over-allotment option that is exercised, at a price of $1.00 1.50 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 Trust Account Company in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price payable by them by wire transfer of immediately available funds to the Company, the Company shall either, at its option, deliver 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) Notwithstanding the foregoing, in 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 Public Offering is exercised in full) for an aggregate purchase price of $5,000,000 (or $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 IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 7,500,000 4,500,000 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to $7,500,000 6,750,000 (the “Purchase Price”), which . The Purchaser shall be paid pay the Purchase Price by wire transfer of immediately available funds to the Company, to the trust account at a financial institution to be chosen by the 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 the date of effectiveness of the registration statement on Form S-1 (File No. 333-252273) filed in connection with the Public OfferingIPO 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, shall eitherthe Company, at its option, shall deliver certificates 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 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 600,000 500,000 Private Placement WarrantsWarrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to the same proportion as the amount portion of the over-allotment option that is exercised, ) at a price of $1.00 1.50 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) 750,000 (the “Over-allotment Purchase Price”), which . The Purchaser shall be paid pay the Over-allotment Purchase Price to the Trust Account by wire transfer of immediately available funds to the Trust Account in accordance with the Company’s wiring instructions, at least one (1) business day prior to such Over-allotment Closing Date. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price payable by them Price, by wire transfer of immediately available funds to the Company, the Company shall eitherCompany, at its option, shall deliver certificates 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.

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 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, an aggregate of 7,500,000 8,333,333 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to $7,500,000 12,500,000 (the “Purchase Price”) (in such amounts as described on Exhibit A hereto), 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 (the “Trust Account”) Company in accordance with the Company’s wiring instructions at least one business day prior to the date of effectiveness of the registration statement on Form S-1 (File No. 333-252273) to be filed in connection with the Public Offering. On the Initial Closing Date, the Company, shall either, at its option, deliver 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. 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 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 an aggregate of 600,000 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 $1.00 1.50 per warrant for an aggregate purchase price of up to $600,000 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), which shall be paid by wire transfer of immediately available funds to the Trust Account Company in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser Purchasers of the Over-allotment Purchase Price payable by them by wire transfer of immediately available funds to the Company, the Company shall either, at its option, deliver 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.

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, an aggregate of 7,500,000 Company 11,000,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of up to approximately $7,500,000 11,000,000 (the “Purchase Price”), which . The Purchase Price shall be paid by wire transfer of immediately available funds to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”) Company in accordance with the Company’s wiring instructions at least one business day prior to the date of effectiveness of the registration statement on Form S-1 (File No. 333-252273) to be filed in connection with the Public Offering. On the Initial Closing Date, following the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds to the Company, shall eitherthe Company, at its option, shall deliver certificates 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 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 an aggregate of 600,000 1,350,000 Private Placement Warrants, in the same proportion as the amount of the over-allotment option that is exercised, Warrants at a price of $1.00 per warrant for an aggregate purchase price of up to $600,000 1,350,000 (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 Trust Account Company in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon following the payment by the Purchaser of the Over-allotment Purchase Price payable by them it by wire transfer of immediately available funds to the Company, the Company shall eithershall, at its option, deliver certificates 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.

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, an aggregate of 7,500,000 8,150,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of up to $7,500,000 8,150,000 (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 (the “Trust Account”) Company in accordance with the Company’s wiring instructions at least one business day prior to the date of effectiveness of the registration statement on Form S-1 (File No. 333-252273) filed in connection with the Public OfferingIPO Closing Date. On the Initial IPO Closing Date, the Company, Company shall either, at its option, deliver 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. 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 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 an aggregate of 600,000 750,000 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 $600,000 750,000 (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 Trust Account Company in accordance with the Company’s wiring instructionsinstructions at least one business day prior to such Over-allotment Closing Date. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price payable by them it by wire transfer of immediately available funds to the Company, the Company shall either, at its option, deliver 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.

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, an aggregate of 7,500,000 6,000,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of up to $7,500,000 6,000,000 (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 (the “Trust Account”) in accordance with the Company’s wiring instructions at least one business day prior to the date of effectiveness of the registration statement on Form S-1 (File No. 333-252273) filed in connection with the Public Offering. On the Initial Closing Date, subject to the conditions set forth in this Agreement, the Purchase Price shall be released to the Company. On the Initial Closing Date, shall eitherupon the release of the payment of the Purchase Price by the Purchaser, the Company shall, at its option, deliver certificates 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 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 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 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 . The Purchaser shall be paid pay the Over-allotment Purchase Price by wire transfer of immediately available funds to the Trust Account in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price payable by them by wire transfer of immediately available funds to the CompanyPrice, the Company shall eithershall, at its option, deliver certificates 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, up to an aggregate of 7,500,000 7,000,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of up to $7,500,000 7,000,000 (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 (the “Trust Account”) Company in accordance with the Company’s wiring instructions at least one business day prior to the date of effectiveness of the registration statement on Form S-1 (File No. 333-252273333-[●]) filed in connection with the Public Offering. On the Initial Closing Date, the Company, shall either, at its option, deliver 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. 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 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 an aggregate of 600,000 750,000 additional 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 $600,000 750,000 (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 Trust Account Company in accordance with the Company’s wiring instructionsinstructions at least one business day prior to the Over-allotment Closing Date. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price payable by them by wire transfer of immediately available funds to the CompanyPrice, the Company shall either, at its option, deliver 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.

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 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, an aggregate of 7,500,000 5,666,667 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to $7,500,000 8,500,000 (the “Purchase Price”) (in such amounts as described on Exhibit A hereto), 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 (the “Trust Account”) Company in accordance with the Company’s wiring instructions at least one business day prior to the date of effectiveness of the registration statement on Form S-1 (File No. 333-252273230815) filed in connection with the Public Offering. On the Initial Closing Date, the Company, shall either, at its option, deliver 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. 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 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 an aggregate of 600,000 700,000 Private Placement Warrants, in the same proportion as the amount of the over-allotment option that is exercised, at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to $600,000 1,050,000 (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), which shall be paid by wire transfer of immediately available funds to the Trust Account Company in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser Purchasers of the Over-allotment Purchase Price payable by them by wire transfer of immediately available funds to the Company, the Company shall either, at its option, deliver 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.

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, an aggregate of 7,500,000 [ ] Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of up to $7,500,000 [ ] (the “Purchase Price”), which . The Purchaser shall be paid pay the Purchase Price by wire transfer of immediately available funds to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”) in accordance with the Company’s wiring instructions at least one business day prior to the date of effectiveness of the registration statement on Form S-1 (File No. 333-252273) filed in connection with the Public Offeringinstructions. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, shall either, at its option, shall deliver certificates 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 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 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 an aggregate of 600,000 [ ] Private Placement Warrants, in the same proportion as the amount of the over-allotment option that is exercised, Warrants 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 . The Purchaser shall be paid pay the Over-allotment Purchase Price by wire transfer of immediately available funds to the Trust Account Company in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price payable by them by wire transfer of immediately available funds to the CompanyPrice, the Company shall eithershall, at its option, deliver certificates 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, an aggregate of 7,500,000 7,750,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of up to $7,500,000 7,750,000 (the “Purchase Price”), which . Purchaser shall be paid pay the Purchase Price by wire transfer of immediately available funds to the trust account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust AccountContinental”) in accordance with the Company’s wiring instructions ), at least one (1) business day prior to the date of effectiveness (the “Effective Date”) of the registration statement on Form S-1 (File No. 333-252273) filed in connection with relating to the Public OfferingOffering (the “Registration Statement”). On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, shall either, at its option, shall deliver certificates 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. On the date of . (ii) 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 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 an aggregate of 600,000 up to 900,000 Private Placement Warrants, in the same proportion as the amount of the over-allotment option that is exercised, Warrants at a price of $1.00 per warrant for an aggregate purchase price of up to $600,000 900,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which . Purchaser shall be paid pay the Over-allotment Purchase Price by wire transfer of immediately available funds to the Trust Account in accordance with maintained by Continental at least one (1) business day prior to the Company’s wiring instructionsOver-allotment Closing Date. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price payable by them by wire transfer of immediately available funds to the Company, the Company shall eithershall, at its option, deliver certificates 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.

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, an aggregate of 7,500,000 Company 5,250,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of up to $7,500,000 5,250,000 (the “Purchase Price”), which . The Purchase Price shall be paid by wire transfer of immediately available funds to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”) Company in accordance with the Company’s wiring instructions at least one business day prior to the date of effectiveness of the registration statement on Form S-1 (File No. 333-252273) to be filed in connection with the Public Offering. On the Initial Closing Date, the Company, shall either, at its option, deliver certificates 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. 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 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 an aggregate of 600,000 450,000 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 $600,000 450,000 (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 Trust Account Company in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price payable by them it by wire transfer of immediately available funds to the Company, the Company shall either, at its option, deliver certificates 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, an aggregate of 7,500,000 6,666,666 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to $7,500,000 10,000,000 (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 (the “Trust Account”) Company in accordance with the Company’s wiring instructions at least one business day prior to the date of effectiveness of the registration statement on Form S-1 (File No. 333-252273) filed in connection with the Public Offeringinstructions. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds to the Company, shall eitherthe Company, at its option, shall deliver certificates a certificate evidencing the Private Placement Warrants purchased by the Purchaser 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 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 an aggregate of 600,000 800,000 Private Placement Warrants, in the same proportion as the amount of the over-allotment option that is exercised, Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to $600,000 1,200,000 (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 Trust Account Company in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price payable by them by wire transfer of immediately available funds to the Company, the Company shall eithershall, at its option, deliver certificates 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.

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 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, an aggregate the number of 7,500,000 Private Placement Warrants set forth opposite such Purchaser’s name on Exhibit A to this Agreement at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to $7,500,000 8,000,000 (the “Purchase Price”), which . The Purchasers shall be paid 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 trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”) in accordance with the Company’s wiring instructions at least one business day prior to the date of effectiveness of the registration statement on Form S-1 (File No. 333-252273) filed in connection with the Public Offeringinstructions. On the Initial Closing Date, upon the payment by the Purchasers of the Purchase Price, the Company, shall either, at its option, shall deliver certificates 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. . (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 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 an aggregate the number of 600,000 Private Placement Warrants, in the same proportion as the amount of the over-allotment option that is exercised, Warrants set forth opposite such Purchaser’s name on Exhibit A to this Agreement at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to $600,000 750,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which . The Purchasers shall be paid 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 Trust Account in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser Purchasers of the Over-allotment Purchase Price payable by them by wire transfer of immediately available funds to the CompanyPrice, the Company shall eithershall, at its option, deliver certificates 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.

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, an aggregate of 7,500,000 818,182 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of up to $7,500,000 818,182 (the “Purchase Price”), which shall be paid 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, 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 (the “Trust Account”) in accordance with the Company’s wiring instructions at least one business day prior to the date of effectiveness of the registration statement on Form S-1 (File No. 333-252273) filed in connection with the Public Offeringtrustee. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, shall either, at its option, shall deliver certificates 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 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 an aggregate of 600,000 81,818 additional Private Placement Warrants, in the same proportion as the amount of the over-allotment option that is exercised, Warrants at a price of $1.00 per warrant for an aggregate purchase price of up to $600,000 81,818 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which . The Purchaser shall be paid pay the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company or the Trust 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. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price payable by them by wire transfer of immediately available funds to the CompanyPrice, the Company shall eithershall, at its option, deliver certificates 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 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 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, an aggregate of 7,500,000 16,000,000 Private Placement Warrants at a price of $1.00 0.50 per warrant for an aggregate purchase price of up to $7,500,000 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 trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”) Company in accordance with the Company’s wiring instructions at least one business day prior to the date of effectiveness of the registration statement on Form S-1 (File No. 333-252273) filed in connection with the Public Offeringinstructions. 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, shall eitherthe Company, at its option, shall deliver certificates 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. . (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 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 an aggregate of 600,000 up to 1,800,000 Private Placement Warrants, in the same proportion as the amount of the over-allotment option that is exercised, Warrants at a price of $1.00 0.50 per warrant for an aggregate purchase price of up to $600,000 900,000 (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 Trust Account Company in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser Purchasers of the Over-allotment Purchase Price payable by them by wire transfer of immediately available funds to the Company, the Company shall eithershall, at its option, deliver certificates 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.

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, up to an aggregate of 7,500,000 8,000,000 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to $7,500,000 12,000,000 (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 (the “Trust Account”) Company in accordance with the Company’s wiring instructions at least one business day prior to the date of effectiveness of the registration statement on Form S-1 (File No. 333-252273333-[___]) filed in connection with the Public Offering. On the Initial Closing Date, the Company, shall either, at its option, deliver 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. 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 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 an aggregate of 600,000 1,000,000 additional Private Placement Warrants, in the same proportion as the amount of the over-allotment option that is exercised, at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to $600,000 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 Trust Account Company in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price payable by them by wire transfer of immediately available funds to the Company, the Company shall either, at its option, deliver 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.

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, an aggregate of 7,500,000 6,000,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of up to $7,500,000 6,000,000 (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 (the “Trust Account”) Company in accordance with the Company’s wiring instructions at least one business day prior to the date of effectiveness of Initial Closing Date, including to the registration statement on Form S-1 trust account (File No. 333-252273) filed in connection with the Public Offering“Trust Account”), at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee. On the Initial Closing Date, subject to receipt of funds pursuant to the immediately prior sentence, the Company, shall either, at its option, deliver 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. 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 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 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 Trust Account Company in accordance with the Company’s wiring instructionsinstructions at least one business day prior to each Over-allotment Closing Date. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price payable by them by wire transfer of immediately available funds to the Company, the Company shall either, at its option, deliver 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.

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 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, an aggregate of 7,500,000 7,320,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of up to $7,500,000 7,320,000 (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 (Company at least one day prior to the “Trust Account”) Initial Closing Date in accordance with the Company’s wiring instructions at least one business day prior instructions. It is agreed that on the Initial Closing Date, each Purchaser will be responsible for purchasing a number of the Private Placement Warrants equal to the date amount set forth opposite such Subscriber in Column A of effectiveness of the registration statement on Form S-1 Schedule I hereto (File No. 333-252273) filed in connection with the Public Offeringeach 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, shall eitherthe Company, at its option, shall deliver 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 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 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 an aggregate of 600,000 150,000 additional Private Placement Warrants, in the same proportion as the amount of the over-allotment option that is then so exercised, at a price of $1.00 per warrant for an aggregate purchase price of up to $600,000 150,000 (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 Trust Account Company at least one day prior to such Over-allotment Closing Date in accordance with the Company’s wiring instructions. It is agreed that on the Over-allotment Closing Date, each Purchaser 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, upon following the payment by the Purchaser Purchasers of the Over-allotment Purchase Price payable by them by wire transfer of immediately available funds to the Company, the Company shall eitherCompany, at its option, shall deliver a 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.

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, an aggregate of 7,500,000 4,666,667 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to $7,500,000 7,000,000 (the “Purchase Price”), which . The Purchase Price shall be paid by wire transfer of immediately available funds to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”) Company in accordance with the Company’s wiring instructions at least one business day prior to the date of effectiveness of the registration statement on Form S-1 (File No. 333-252273253093) filed in connection with the Public Offering. On the Initial Closing Date, the Company, shall either, at its option, deliver certificates 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. 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 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 an aggregate of 600,000 500,000 Private Placement Warrants, in the same proportion as the amount of the over-allotment option that is exercised, at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to $600,000 750,000 (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 Trust Account Company in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price payable by them it by wire transfer of immediately available funds to the Company, the Company shall either, at its option, deliver certificates 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 PurchaserSponsor, and the Purchaser Sponsor shall purchase from the Company, an aggregate of 7,500,000 5,333,333 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to $7,500,000 8,000,000 (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 (the “Trust Account”) in accordance with the Company’s wiring instructions Company at least one business day prior to the date of effectiveness of the registration statement on Form S-1 (File No. 333-252273) filed Initial Closing Date in connection accordance with the Public OfferingCompany’s wiring instructions. On the Initial Closing Date, upon the payment by the Sponsor of the Purchase Price, the Company, shall either, at its option, shall deliver certificates 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. . (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 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 an aggregate of 600,000 500,000 additional Private Placement Warrants, in the same proportion as the amount of the over-allotment option that is exercised, Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to $600,000 750,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which . The Sponsor shall be paid pay the Over-allotment Purchase Price by wire transfer of immediately available funds to the Trust Account Company at least one business day prior to the Over-Allotment Closing Date in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser Sponsor of the Over-allotment Purchase Price payable by them by wire transfer of immediately available funds to the CompanyPrice, the Company shall eithershall, at its option, deliver certificates 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.

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, an aggregate the number of 7,500,000 Private Placement Warrants that is indicated opposite the Purchaser’s name on Annex I hereto at a price of $1.00 per warrant for an the aggregate purchase price of up to $7,500,000 that is indicated on Annex I hereto (the “Purchase Price”), which shall be paid by the Purchaser by wire transfer of immediately available funds to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”) in accordance with the Company’s wiring instructions Company at least one business day prior to the date of effectiveness of the registration statement on Form S-1 (File No. 333-252273) filed Initial Closing Date in connection accordance with the Public OfferingCompany’s wiring instructions. On the Initial Closing Date, following the payment by the Purchaser of its Purchase Price by wire transfer of immediately available funds to the Company, shall eitherthe Company, at its option, shall deliver certificates 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 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 an aggregate number of 600,000 Private Placement WarrantsWarrants that is indicated opposite the Purchaser’s name on Annex II hereto, in the same proportion as the amount of the over-allotment 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 $600,000 (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 Trust Account Company at least one business day prior to such Option Closing Date in accordance with the Company’s wiring instructions. On the Over-allotment Option Closing Date, upon following the payment by the Purchaser of the Over-allotment his, her or its Option Purchase Price payable by them by wire transfer of immediately available funds to the Company, the Company shall eitherCompany, at its option, shall deliver certificates 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.

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, an aggregate of 7,500,000 13,000,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of up to $7,500,000 13,000,000 (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 (the “Trust Account”) in accordance with the Company’s wiring instructions instructions, at least one business day prior to the date of effectiveness of the registration statement on Form S-1 (File No. 333-252273) filed in connection with the Public OfferingInitial Closing Date. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds to the Company, shall eitherthe Company, at its option, shall deliver certificates 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 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 an aggregate of 600,000 1,500,000 additional Private Placement Warrants, in the same proportion as the amount of the over-allotment option that is exercised, Warrants at a price of $1.00 per warrant for an aggregate purchase price of up to $600,000 1,500,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which . The Purchaser shall be paid pay the Over-allotment Purchase Price by wire transfer of immediately available funds to the Trust Account Company at least one business day prior to the Over-Allotment Closing Date in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price payable by them by wire transfer of immediately available funds to the CompanyPrice, the Company shall eithershall, at its option, deliver certificates 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, an aggregate of 7,500,000 4,955,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of up to $7,500,000 4,955,000 (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 (the “Trust Account”) in accordance with the Company’s wiring instructions Company at least one business day prior to the date of effectiveness of the registration statement on Form S-1 (File No. 333-252273) filed Initial Closing Date in connection accordance with the Public OfferingCompany’s wiring instructions. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, shall either, at its option, shall deliver certificates 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 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 an aggregate of 600,000 82,500 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 82,500 (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 Trust Account Company in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price payable by them it by wire transfer of immediately available funds to the Company, the Company shall either, at its option, deliver certificates 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.

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, an aggregate of 7,500,000 500,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of up to $7,500,000 500,000 (the “Purchase Price”), which . The Purchaser shall be paid pay the Purchase Price by wire transfer of immediately available funds to the trust account 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 the date of effectiveness of the registration statement on Form S-1 (File No. 333-252273) filed in connection with the Public OfferingIPO Closing Date. On the Initial IPO Closing Date, subject to the receipt of funds pursuant to the immediately preceding sentence, the Company, shall either, at its option, shall deliver certificates 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 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 600,000 45,000 Private Placement WarrantsWarrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to the same proportion as the amount portion of the over-allotment option that is then 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) 45,000 (the “Over-allotment Purchase Price”), which . The Purchaser shall be paid 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 in accordance with Account, at least one (1) business day prior to the Company’s wiring instructionsOver-allotment Closing Date. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price payable by them by wire transfer of immediately available funds subject to the Companyreceipt of funds pursuant to the immediately preceding sentence, the Company shall eithershall, at its option, deliver certificates 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, an aggregate of 7,500,000 70,000 Private Placement Warrants at a price of $1.00 per warrant Warrant for an aggregate purchase price of up to $7,500,000 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 (the “Trust Account”) in accordance with the Company’s wiring instructions trustee, at least one business day prior to the date of effectiveness (the “Effective Date”) of the registration statement on Form S-1 (File No. 333-252273) filed in connection with relating to the Public OfferingOffering (the “Registration Statement”). On the Initial Closing Date, following the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds to the Company, shall eitherthe Company, at its option, shall deliver certificates 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. On the date of . (ii) 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 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 an aggregate of 600,000 up to 6,562 Private Placement Warrants, in the same proportion as the amount of the over-allotment option that is exercised, Warrants at a price of $1.00 per warrant for an aggregate purchase price of up to $600,000 6,562 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which . Purchaser shall be paid pay the Over-allotment Purchase Price by wire transfer of immediately available funds to the Trust Account in accordance with maintained by Continental at least one business day prior to the Company’s wiring instructionsOver-allotment Closing Date. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price payable by them by wire transfer of immediately available funds to the Company, the Company shall eithershall, at its option, deliver certificates 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.

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, an aggregate of 7,500,000 Company 5,500,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of up to $7,500,000 5,500,000 (the “Purchase Price”), which . The Purchase Price shall be paid by wire transfer of immediately available funds to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”) Company in accordance with the Company’s wiring instructions at least one business day prior to the date of effectiveness of the registration statement on Form S-1 (File No. 333-252273) to be filed in connection with the Public Offering. On the Initial Closing Date, the Company, shall either, at its option, deliver certificates 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. 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 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 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 Trust Account Company in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price payable by them it by wire transfer of immediately available funds to the Company, the Company shall either, at its option, deliver certificates 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, an aggregate of 7,500,000 the Initial Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to $7,500,000 5,410,000.50 (the “Initial Purchase Price”), which shall be paid by wire transfer of immediately available funds to . (ii) In the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (event that the “Trust Account”) in accordance with the Company’s wiring instructions at least one business day prior to the date of effectiveness of the registration statement on Form S-1 (File No. 333-252273) filed in connection with the Public Offering. On the Initial Closing Date, the Company, shall either, at its option, deliver 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. 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 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 an aggregate the total number of 600,000 Additional Private Placement Warrants, Warrants at a price of $1.50 per warrant (the aggregate purchase price of all Additional Private Placement Warrants to be purchased hereunder being referred to as the “Additional Purchase Price”). The total number of Additional Private Placement Warrants to be purchased hereunder shall be in the same proportion as the amount proportion of the overOver-allotment option Allotment Option that is exercisedexercised (disregarding any fractional warrant). The purchase and sale of the Additional Private Placement Warrants, 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 applicable, shall take place simultaneously with the Public Offering is exercised in full) closing of the full or partial exercise of the Over-Allotment Option (the “Over-allotment Purchase PriceAdditional Closing Date”, and together with the IPO Closing Date, the “Closing Dates,” and each a “Closing Date”), which . (iii) The Purchaser shall be paid pay the Initial Purchase Price by wire transfer of immediately available funds to the Trust Account Company in accordance with the Company’s wiring instructionsinstructions at least one (1) business day prior to the date of effectiveness of the registration 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 Price payable by them by wire transfer of immediately available funds to the Company, the Company shall either, at its option, deliver 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. (iv) If applicable, the Purchaser shall pay the Additional Purchase Price by wire transfer of immediately available funds in accordance with the Company’s wiring instructions, at least one (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 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, an aggregate of 7,500,000 5,000,000 Private Placement Warrants at a price of $1.00 1.50 per warrant Private Placement Warrant for an aggregate purchase price of up to $7,500,000 (the “Purchase Price”), which . The Purchaser shall be paid pay the Purchase Price by wire transfer of immediately available funds to in the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”) following amounts in accordance with the Company’s wiring instructions instructions, at least one (1) business day prior to the date of effectiveness of the registration statement on Form S-1 (File No. 333-252273) filed in connection with the Public OfferingInitial Closing Date. On the Initial Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company, shall either, at its option, shall deliver certificates 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 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 an aggregate of 600,000 5,500,000 Private Placement WarrantsWarrants (or, to the extent the over-allotment option is not exercised in the same full, a lesser number of Private Placement Warrants in proportion as the amount to portion of the over-allotment 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 $600,000 (if the over-allotment option in connection with the Public Offering is exercised in full) 8,250,000 (the “Over-allotment Purchase Price”), which . The Purchaser shall be paid 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 in accordance with the Company’s wiring instructions, at least one (1) business day prior to the Over-allotment Closing Date. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price payable by them by wire transfer of immediately available funds subject to the Companyreceipt of funds pursuant to the immediately prior sentence, the Company shall eithershall, at its option, deliver certificates 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.

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, an aggregate of 7,500,000 10,500,000 Private Placement Warrants at a price of $1.00 per warrant Private Placement Warrant for an aggregate purchase price of up to $7,500,000 10,500,000 (the “Purchase Price”). The Purchaser shall pay, which shall be paid at least one (1) business day prior to the Closing Date, the Purchase Price by wire transfer of immediately available funds funds, to accounts designated by the 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 (the “Trust Account”) trustee, in accordance with the Company’s wiring instructions at least one business day prior to the date of effectiveness of the registration statement on Form S-1 (File No. 333-252273) filed in connection with the Public Offeringinstructions. On the Initial Closing Date, the Company, shall either, at its option, deliver certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name subject to receipt of funds pursuant to the Purchaserimmediately prior sentence, or the Company shall 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 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 600,000 1,200,000 Private Placement WarrantsWarrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to the same proportion as the amount portion of the over-allotment option that is then exercised, ) at a price of $1.00 per warrant Private Placement Warrant for an aggregate purchase price of up to $600,000 1,200,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which . The Purchaser shall be paid 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 the Trust Account (as set forth in accordance with the Company’s wiring wire instructions), at least one (1) business day prior to the applicable Over-allotment Closing Date. On the each Over-allotment Closing Date, upon the payment by the Purchaser subject to receipt of the Over-allotment Purchase Price payable by them by wire transfer of immediately available funds pursuant to the Companyimmediately prior sentence, the Company shall either, at its option, deliver 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.

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, an aggregate of 7,500,000 5,000,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of up to $7,500,000 5,000,000 (the “Purchase Price”), which . The Purchaser shall be paid pay the Purchase Price by wire transfer of immediately available funds funds, consisting of (i) $3,000,000 to the trust account account, at a financial institution to be chosen by the Company, maintained by Continental American Stock Transfer & Trust Company, acting as trustee (the “Trust Account”) trustee, in accordance with the Company’s wiring instructions at least one business day prior and (ii) $2,000,000 to the date of effectiveness of the registration statement on Form S-1 (File No. 333-252273) filed Company in connection accordance with the Public OfferingCompany’s wiring instructions. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, shall either, at its option, shall deliver certificates 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 the “Over-allotment Closing Date,” ”, and each 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 an aggregate of 600,000 450,000 Private Placement Warrants, in the same proportion as the amount of the over-allotment option that is exercised, Warrants at a price of $1.00 per warrant for an aggregate purchase price of up to $600,000 450,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which . The Purchaser shall be paid pay the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company, to the trust account, at a financial institution to be chosen by the Company, maintained by American Stock Transfer & Trust Account Company, acting as trustee, in accordance with the Company’s wiring instructionsinstructions 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 payable by them by wire transfer of immediately available funds to the CompanyPrice, the Company shall eithershall, at its option, deliver certificates 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, up to an aggregate of 7,500,000 6,500,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of up to $7,500,000 6,500,000 (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 (the “Trust Account”) Company in accordance with the Company’s wiring instructions at least one business day prior to the date of effectiveness of the registration statement on Form S-1 (File No. 333-252273249390) filed in connection with the Public Offering. On the Initial Closing Date, the Company, shall either, at its option, deliver 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. 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 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 an aggregate of 600,000 675,000 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 $600,000 675,000 (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 Trust Account Company in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price payable by them by wire transfer of immediately available funds to the Company, the Company shall either, at its option, deliver 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.

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, an aggregate of 7,500,000 4,333,333 warrants (or 4,733,333 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to $7,500,000 6,500,000 (the “Purchase Price”), which . The Purchaser shall be paid pay the Purchase Price by wire transfer of immediately available funds to the Company, to the trust account account, at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”) 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 on Form S-1 (File No. 333-252273) filed in connection with the Public OfferingIPO 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, shall eitherthe Company, at its option, shall deliver certificates 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 the “Over-allotment Closing Date,” ”, and each 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 600,000 4,733,333 Private Placement WarrantsWarrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to the same proportion as the amount portion of the over-allotment option that is exercised, ) at a price of $1.00 1.50 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) 6,00,000 (the “Over-allotment Purchase Price”), which . The Purchaser shall be paid 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 in accordance with Account, at least one (1) business day prior to the Company’s wiring instructionsOver-allotment Closing Date. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price payable by them by wire transfer of immediately available funds to the Company, the Company shall eithershall, at its option, deliver certificates 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.

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, an aggregate of 7,500,000 7,200,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of up to $7,500,000 7,200,000 (the “Purchase Price”), which . The Purchaser shall be paid pay the Purchase Price by wire transfer of immediately available funds in the following amounts: (i) $3,200,000 to the Company, at a financial institution to be chosen by the 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 the date of effectiveness of the registration statement on Form S-1 (File No. 333-252273) filed in connection with the Public OfferingIPO Closing Date. On the Initial IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company, shall either, at its option, shall deliver certificates 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 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 600,000 Private Placement WarrantsWarrants (or, to the extent the over-allotment option is not exercised in the same full, a lesser number of Private Placement Warrants in proportion as the amount to portion of the over-allotment option that is then 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 . The Purchaser shall be paid 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 in accordance with Account, at least one (1) business day prior to the Company’s wiring instructionsOver-allotment Closing Date. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price payable by them by wire transfer of immediately available funds subject to the Companyreceipt of funds pursuant to the immediately prior sentence, the Company shall eithershall, at its option, deliver certificates 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.

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 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, an aggregate of 7,500,000 Company the Private Placement Warrants set forth opposite such Purchaser’s name on Exhibit A to this Agreement at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to approximately $7,500,000 8,000,000 (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 (the “Trust Account”) Company in accordance with the Company’s wiring instructions at least one business day prior to the date of effectiveness of the registration statement on Form S-1 (File No. 333-252273) filed in connection with the Public Offeringinstructions. On the Initial Closing Date, upon the payment by the Purchasers of 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, shall eitherthe Company shall, at its option, deliver certificates a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the such Purchaser’s name to the each Purchaser, or effect such delivery in book-entry form. 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 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 an aggregate of 600,000 Private Placement Warrants, in the same proportion as the amount of the over-allotment option that is exercised, Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to $600,000 900,000 (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 Trust Account Company in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser Sponsor of the Over-allotment Purchase Price payable by them by wire transfer of immediately available funds to the Company, the Company shall eithershall, at its option, deliver certificates 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.

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, an aggregate of 7,500,000 9,100,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of up to $7,500,000 9,100,000 (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 (the “Trust Account”) in accordance with the Company’s wiring instructions Company at least one business day prior to the date of effectiveness of the registration statement on Form S-1 (File No. 333-252273) filed Initial Closing Date in connection accordance with the Public OfferingCompany’s wiring instructions. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds to the Company, shall eitherthe Company, at its option, shall deliver certificates 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 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 an aggregate of 600,000 1,050,000 additional Private Placement Warrants, in the same proportion as the amount of the over-allotment option that is exercised, Warrants at a price of $1.00 per warrant for an aggregate purchase price of up to $600,000 1,050,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which . The Purchaser shall be paid pay the Over-allotment Purchase Price by wire transfer of immediately available funds to the Trust Account Company at least one business day prior to the Over-Allotment Closing Date in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price payable by them by wire transfer of immediately available funds to the CompanyPrice, the Company shall eithershall, at its option, deliver certificates 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, an aggregate of 7,500,000 6,000,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of up to $7,500,000 6,000,000 (the “Purchase Price”), which . The Purchaser shall be paid pay the Purchase Price by wire transfer of immediately available funds to the Company, to the trust account account, at a financial institution to be chosen by the Company, maintained by Continental American Stock Transfer & Trust Company, acting as trustee (the “Trust Account”) 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 on Form S-1 (File No. 333-252273) filed in connection with the Public OfferingIPO 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, shall eitherthe Company, at its option, shall deliver certificates 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 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 an aggregate of 600,000 Private Placement Warrants, in the same proportion as the amount of the over-allotment option that is then so 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 . The Purchaser shall be paid 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 in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon following the payment by the Purchaser of the Over-allotment Purchase Price payable by them by wire transfer of immediately available funds to the Company, the Company shall eitherCompany, at its option, shall deliver certificates 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, an aggregate of 7,500,000 6,400,000 (Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of up to $7,500,000 6,400,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company on the date the Registration Statement is declared effective, in accordance with the Company’s wiring instructions, 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 (the “Trust Account”) in accordance with the Company’s wiring instructions at least one business day prior to the date of effectiveness of the registration statement on Form S-1 (File No. 333-252273) filed in connection with the Public Offeringtrustee. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, shall either, at its option, shall deliver certificates 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 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 an aggregate of 600,000 660,000 additional Private Placement Warrants, in the same proportion as the amount of the over-allotment option that is exercised, Warrants at a price of $1.00 per warrant for an aggregate purchase price of up to $600,000 660,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which . The Purchaser shall be paid pay the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company or the Trust 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. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price payable by them by wire transfer of immediately available funds to the CompanyPrice, the Company shall eithershall, at its option, deliver certificates 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, an aggregate of 7,500,000 6,600,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of up to $7,500,000 6,600,000 (the “Purchase Price”), which . The Purchaser shall be paid pay the Purchase Price by wire transfer of immediately available funds to the Company, to the trust account at a financial institution to be chosen by the 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 the date of effectiveness of the registration statement on Form S-1 (File No. 333-252273) filed in connection with the Public OfferingIPO 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, shall eitherthe Company, at its option, shall deliver certificates 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 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 600,000 450,000 Private Placement WarrantsWarrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to the same proportion as the amount portion 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) 450,000 (the “Over-allotment Purchase Price”), which . The Purchaser shall be paid pay the Over-allotment Purchase Price to the Trust Account by wire transfer of immediately available funds to the Trust Account in accordance with the Company’s wiring instructions, at least one (1) business day prior to such Over-allotment Closing Date. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price payable by them Price, by wire transfer of immediately available funds to the Company, the Company shall eitherCompany, at its option, shall deliver certificates 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.

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, an aggregate of 7,500,000 4,000,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of up to $7,500,000 4,000,000 (the “Purchase Price”), which . Purchaser shall be paid pay the Purchase Price by wire transfer of immediately available funds to the trust account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust AccountContinental”) in accordance with the Company’s wiring instructions ), at least one (1) business day prior to the date of effectiveness (the “Effective Date”) of the registration statement on Form S-1 (File No. 333-252273) filed in connection with relating to the Public OfferingOffering (the “Registration Statement”). On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, shall either, at its option, shall deliver certificates 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. On the date of . (ii) 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 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 an aggregate of 600,000 up to 375,000 Private Placement Warrants, in the same proportion as the amount of the over-allotment option that is exercised, Warrants at a price of $1.00 per warrant for an aggregate purchase price of up to $600,000 375,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which . Purchaser shall be paid pay the Over-allotment Purchase Price by wire transfer of immediately available funds to the Trust Account in accordance with maintained by Continental at least one (1) business day prior to the Company’s wiring instructionsOver-allotment Closing Date. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price payable by them by wire transfer of immediately available funds to the Company, the Company shall eithershall, at its option, deliver certificates 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.

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, an aggregate of 7,500,000 6,125,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of up to $7,500,000 6,125,000 (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 (the “Trust Account”) Company in accordance with the Company’s wiring instructions at least one business day prior to the date of effectiveness of the registration statement on Form S-1 (File No. 333-252273257033) filed in connection with the Public Offering. On the Initial Closing Date, the Company, shall either, at its option, deliver 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. 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 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 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 Trust Account Company in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price payable by them by wire transfer of immediately available funds to the Company, the Company shall either, at its option, deliver 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.

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, an aggregate of 7,500,000 14,800,000 Private Placement Warrants at a price of $1.00 0.50 per warrant for an aggregate purchase price of up to $7,500,000 7,400,000 (the “Purchase Price”), which . The Purchaser shall be paid 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 at a financial institution to be chosen by the 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 the date of effectiveness of the registration statement on Form S-1 (File No. 333-252273) filed in connection with the Public OfferingIPO Closing Date. On the Initial IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company, shall either, at its option, shall deliver certificates 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 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 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 600,000 1,200,000 Private Placement WarrantsWarrants (or, to the extent the over-allotment option is not exercised in the same full, a lesser number of Private Placement Warrants in proportion as the amount to portion of the over-allotment option that is then exercised, ) at a price of $1.00 0.50 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 . The Purchaser shall be paid 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 in accordance with Account, at least one (1) business day prior to the Company’s wiring instructionsapplicable Over-allotment Closing Date. On the each Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price payable by them by wire transfer of immediately available funds subject to the Companyreceipt of funds pursuant to the immediately prior sentence, the Company shall eithershall, at its option, deliver certificates 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.

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, an aggregate of 7,500,000 3,083,333 Private Placement Warrants at a price of $1.00 1.50 per warrant Private Placement Warrant for an aggregate purchase price of up to $7,500,000 4,624,999.50 (the “Purchase Price”), which . The Purchaser shall be paid pay 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”) maintained by Continental Stock Transfer & Trust Company, acting as trustee (trustee, on the “Trust Account”) in accordance with the Company’s wiring instructions at least one business day prior to the date of effectiveness of the registration statement on Form S-1 (File No. 333-252273) filed in connection with the Public Offering. On the Initial IPO Closing Date, . (ii) In the Company, shall either, at its option, deliver 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. On the date of the consummation of the closing of event that the over-allotment option is exercised in connection with the Public Offering full or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such datein part, an “Over-allotment Closing Date,” and each 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 an aggregate of 600,000 additional 262,500 Private Placement Warrants (the “Additional Private Placement Warrants”), in the same proportion as the amount of the over-allotment option that is exercised, at a price and simultaneously with such purchase of $1.00 per warrant Additional Private Placement Warrants, as payment in full for an aggregate purchase price the Additional Private Placement Warrants being purchased hereunder, on the closing of up to $600,000 (if all or any portion of the over-allotment option in connection with option, the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which Purchaser shall be paid pay $1.50 per Additional Private Placement Warrant up to an aggregate amount of $393,750 by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company to the Trust Account in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser Account. (iii) The closing of the Over-allotment Purchase Price payable by them by wire transfer purchase and sale of immediately available funds to the Company, the Company shall either, at its option, deliver certificates evidencing the Private Placement Warrants purchased shall take place simultaneously with the closing of the Public Offering (the “Initial Closing Date”). The closing of the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the over-allotment option (such closing date, together with the Initial Closing Date, the “Closing Dates” and each, a “Closing Date”). The closing of the purchase and sale of each of the Private Placement Warrants and the Additional Private Placement Warrants shall take place at the office 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 formparties hereto.

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, an aggregate of 7,500,000 2,625,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of up to $7,500,000 2,625,000 (the “Purchase Price”), which . Purchaser shall be paid pay the Purchase Price by wire transfer of immediately available funds to the trust account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust AccountContinental”) in accordance with the Company’s wiring instructions ), at least one (1) business day prior to the date of effectiveness (the “Effective Date”) of the registration statement on Form S-1 (File No. 333-252273) filed in connection with relating to the Public OfferingOffering (the “Registration Statement”). On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, shall either, at its option, shall deliver certificates 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. On the date of . (ii) 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 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 an aggregate of 600,000 up to 2,793,750 Private Placement Warrants, in the same proportion as the amount of the over-allotment option that is exercised, Warrants at a price of $1.00 per warrant for an aggregate purchase price of up to $600,000 2,793,750 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which . Purchaser shall be paid pay the Over-allotment Purchase Price by wire transfer of immediately available funds to the Trust Account in accordance with maintained by Continental at least one (1) business day prior to the Company’s wiring instructionsOver-allotment Closing Date. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price payable by them by wire transfer of immediately available funds to the Company, the Company shall eithershall, at its option, deliver certificates 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.

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, an aggregate of 7,500,000 8,000,000 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to $7,500,000 12,000,000 (the “Purchase Price”), which . The Purchaser shall be paid pay the Purchase Price by wire transfer of immediately available funds to the Company, to the trust account at a financial institution to be chosen by the 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 the date of effectiveness of the registration statement on Form S-1 (File No. 333-252273) filed in connection with the Public OfferingIPO 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, shall eitherthe Company, at its option, shall deliver certificates 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 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 600,000 1,000,000 Private Placement WarrantsWarrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to the same proportion as the amount portion of the over-allotment option that is exercised, ) at a price of $1.00 1.50 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) 1,500,000 (the “Over-allotment Purchase Price”), which . The Purchaser shall be paid pay the Over-allotment Purchase Price to the Trust Account by wire transfer of immediately available funds to the Trust Account in accordance with the Company’s wiring instructions, at least one (1) business day prior to such Over-allotment Closing Date. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price payable by them Price, by wire transfer of immediately available funds to the Company, the Company shall eitherCompany, at its option, shall deliver certificates 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.

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, an aggregate of 7,500,000 9,000,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of up to $7,500,000 9,000,000 (the “Purchase Price”). The Purchaser shall pay, which shall be paid 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 trust account (the “Trust Account”), at X.X. Xxxxxx Xxxxx Bank, N.A., maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”) trustee, in accordance with the Company’s wiring instructions at least one business day prior to instructions, and (ii) $2,000,000 to, or on behalf of, the date of effectiveness of the registration statement on Form S-1 (File No. 333-252273) filed Company in connection accordance with the Public OfferingCompany’s wiring instructions. On the Initial IPO Closing Date, subject to receipt of funds pursuant to the immediately prior sentence, the Company, shall either, at its option, shall deliver certificates 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 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 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 600,000 1,050,000 Private Placement WarrantsWarrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to the same proportion as the amount portion of the over-allotment option that is then exercised, ) at a price of $1.00 per warrant for an aggregate purchase price of up to $600,000 1,050,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which . The Purchaser shall be paid 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 the Trust Account (as set forth in accordance with the Company’s wiring wire instructions. On ), at least one (1) business day prior to the Over-allotment Closing Date, upon the payment by the Purchaser of the . On each Over-allotment Purchase Price payable by them by wire transfer Closing Date, subject to receipt of immediately available funds pursuant to the Companyimmediately prior sentence, the Company shall eithershall, at its option, deliver certificates 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.

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, an aggregate of 7,500,000 8,000,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of up to $7,500,000 8,000,000 (the “Purchase Price”), which . The Purchase Price shall be paid by wire transfer of immediately available funds to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”) Company in accordance with the Company’s wiring instructions at least one business day prior to the date of effectiveness of the registration statement on Form S-1 (File No. 333-252273248666) filed in connection with the Public Offering. On the Initial Closing Date, the Company, shall either, at its option, deliver certificates 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. 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 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 an aggregate of 600,000 900,000 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 $600,000 900,000 (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 Trust Account Company in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price payable by them it by wire transfer of immediately available funds to the Company, the Company shall either, at its option, deliver certificates 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, an aggregate of 7,500,000 3,666,667 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to $7,500,000 5,500,000 (the “Purchase Price”), which . The Purchaser shall be paid pay the Purchase Price by wire transfer of immediately available funds to the Company, to the trust account account, at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”) 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 on Form S-1 (File No. 333-252273) filed in connection with the Public OfferingIPO 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, shall eitherthe Company, at its option, shall deliver certificates 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 the “Over-allotment Closing Date,” ”, and each 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 600,000 350,000 Private Placement WarrantsWarrants (or, to the extent the over-allotment option is not exercised in the same full, a lesser number of Private Placement Warrants in proportion as the amount to portion of the over-allotment option that is exercised, ) at a price of $1.00 1.50 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) 525,000 (the “Over-allotment Purchase Price”), which . The Purchaser shall be paid 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 in accordance with Account, at least one (1) business day prior to the Company’s wiring instructionsOver-allotment Closing Date. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price payable by them by wire transfer of immediately available funds to the Company, the Company shall eithershall, at its option, deliver certificates 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.

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, an aggregate of 7,500,000 Company 1,125,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of up to approximately $7,500,000 1,125,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company, to the trust account at a financial institution to be chosen by the 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 the date of effectiveness of Initial Closing Date; provided, however, that the registration statement Purchase Price shall be reimbursed to the Purchaser if the Initial Closing Date does not occur on Form S-1 (File No. 333-252273) filed in connection with the Public Offeringday following such wire payment. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds to the Company, the Company shall either, at its option, deliver certificates 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. On the date of the consummation 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) 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, up to an aggregate of 600,000 168,750 Private Placement Warrants, in the same proportion as the amount of the over-allotment option that is exercised, Warrants at a price of $1.00 per warrant for an aggregate purchase price of up to $600,000 168,750 (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 Company’s wiring instructionsinstructions at least one (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 payable by them by wire transfer of immediately available funds to the Company, the Company shall eithershall, at its option, deliver certificates 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, an aggregate of 7,500,000 5,261,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of up to $7,500,000 5,261,000 (the “Purchase Price”), which . Purchaser shall be paid pay the Purchase Price by wire transfer of immediately available funds to the trust account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust AccountContinental”) in accordance with the Company’s wiring instructions ), at least one (1) business day prior to the date of effectiveness (the “Effective Date”) of the registration statement on Form S-1 (File No. 333-252273) filed in connection with relating to the Public OfferingOffering (the “Registration Statement”). On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, shall either, at its option, shall deliver certificates 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. On the date of . (ii) 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 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 the Company, up to an aggregate of 600,000 additional 450,000 Private Placement Warrants (the “Additional Warrants”), in the same proportion as the amount of the over-allotment 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 a price of least one (1) business day prior to the Over-Allotment Closing Date, Purchaser shall pay $1.00 per warrant for Additional Warrant, up to an aggregate purchase price amount of up to $600,000 (if the over-allotment option in connection with the Public Offering is exercised in full) 450,000 (the “Over-allotment Allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the Trust Account in accordance with the Company’s wiring instructionsAccount. On the Over-allotment Allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Allotment Purchase Price payable by them by wire transfer of immediately available funds to Price, the Company, the Company shall either, at its option, shall deliver certificates 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.

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 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, an aggregate of 7,500,000 8,000,000 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to $7,500,000 12,000,000 (the “Purchase Price”) (in such amounts as described on Exhibit A hereto), 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 (the “Trust Account”) Company in accordance with the Company’s wiring instructions at least one business day prior to the date of effectiveness of the registration statement on Form S-1 (File No. 333-252273) to be filed in connection with the Public Offering. On the Initial Closing Date, the Company, shall either, at its option, deliver 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. 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 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 an aggregate of 600,000 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 $1.00 1.50 per warrant for an aggregate purchase price of up to $600,000 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), which shall be paid by wire transfer of immediately available funds to the Trust Account Company in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser Purchasers of the Over-allotment Purchase Price payable by them by wire transfer of immediately available funds to the Company, the Company shall either, at its option, deliver 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.

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, an aggregate of 7,500,000 8,000,000 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to $7,500,000 12,000,000 (the “Purchase Price”), which . The Purchase Price shall be paid by wire transfer of immediately available funds to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”) Company in accordance with the Company’s wiring instructions at least one business day prior to the date of effectiveness of the registration statement on Form S-1 (File No. 333-252273249289) filed in connection with the Public Offering. On the Initial Closing Date, the Company, shall either, at its option, deliver certificates 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. 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 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 an aggregate of 600,000 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 $1.00 1.50 per warrant for an aggregate purchase price of up to $600,000 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 Trust Account Company in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price payable by them it by wire transfer of immediately available funds to the Company, the Company shall either, at its option, deliver certificates 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) 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 Purchaser 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, an aggregate of 7,500,000 5,233,333 Private Placement Warrants at a price (or such greater amount as specified herein). On the IPO Closing Date, upon the payment by the Purchasers of $1.00 per warrant for an aggregate purchase price 7,850,000 of up to $7,500,000 (the “Purchase Price”), which shall be paid Price by wire transfer of immediately available funds to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”) in accordance with the Company’s wiring instructions at least one business day prior to the date of effectiveness of the registration statement on Form S-1 (File No. 333-252273) filed in connection with the Public Offering. On the Initial Closing DateFund, the Company, Company shall either, at its option, deliver certificates evidencing the 5,233,333 Private Placement Warrants purchased by the Purchaser 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. On the date of . (iii) 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 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 an aggregate a maximum of 600,000 Private Placement Warrants, as is necessary to maintain the amount held in the same proportion as Trust Fund at $10.00 per unit sold in the amount Public Offering. On each Option Closing Date, upon payment by the Purchasers of the over-allotment option that is exercised, portion of the Purchase Price related to the additional Private Placement Warrants being purchased 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 such Option Closing Date by wire transfer of immediately available funds to the Trust Account in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price payable by them by wire transfer of immediately available funds to the CompanyFund, the Company shall either, at its option, deliver 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.

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, an aggregate of 7,500,000 1,000,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of up to $7,500,000 1,000,000 (the “Purchase Price”), which . The Purchaser shall be paid pay the Purchase Price by wire transfer of immediately available funds to the Company, to the trust account at a financial institution to be chosen by the 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 the date of effectiveness of IPO Closing Date; provided, however, that the registration statement Purchase Price shall be reimbursed to the Purchaser if the IPO Closing Date does not occur on Form S-1 (File No. 333-252273) filed in connection with the Public Offeringday 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, shall eitherthe Company, at its option, shall deliver certificates 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 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 600,000 150,000 Private Placement WarrantsWarrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to the same proportion as the amount portion 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) 150,000 (the “Over-allotment Purchase Price”), which . The Purchaser shall be paid pay the Over-allotment Purchase Price to the Trust Account by wire transfer of immediately available funds to the Trust Account in accordance with the Company’s wiring instructions, at least one (1) business day prior to 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 payable by them Price, by wire transfer of immediately available funds to the Company, the Company shall eitherCompany, at its option, shall deliver certificates 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.

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, an aggregate of 7,500,000 11,333,334 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to $7,500,000 17,000,000 (the “Purchase Price”), which . The Purchaser shall be paid pay the Purchase Price by wire transfer of immediately available funds to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”) Company in accordance with the Company’s wiring instructions at least one business day prior to the date of effectiveness of the registration statement on Form S-1 (File No. 333-252273) filed in connection with the Public Offeringinstructions. On the Initial Closing Date, upon the Companypayment by the Purchaser of the Purchase Price, the Company shall either, at its option, shall deliver certificates 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 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 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 an aggregate of 600,000 1,500,000 Private Placement Warrants, in the same proportion as the amount of the underwriters’ over-allotment option that is exercised, at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to $600,000 2,250,000 (if the underwriters’ over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which . The Purchaser shall be paid pay the Over-allotment Purchase Price by wire transfer of immediately available funds to the Trust Account Company in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price payable by them by wire transfer of immediately available funds to the CompanyPrice, the Company shall either, at its option, deliver certificates 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, an aggregate of 7,500,000 755,555 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to $7,500,000 1,133,332.50 (the “Purchase Price”), which . Purchaser shall be paid pay the Purchase Price by wire transfer of immediately available funds to the trust account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company, acting as trustee (”Continental”), on the “Trust Account”) in accordance with the Company’s wiring instructions at least one business day prior to the date of effectiveness of the registration statement on Form S-1 (File No. 333-252273) filed in connection with the Public OfferingInitial Closing Date. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, shall either, at its option, shall deliver certificates 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. On the date of . (ii) 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 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 the Company, up to an aggregate of 600,000 additional 80,000 Private Placement Warrants (the “Additional Warrants”), in the same proportion as the amount of the over-allotment option that is so exercised, at a price 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 an aggregate amount 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) 120,000 (the “Over-allotment Allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the Trust Account in accordance with the Company’s wiring instructionsAccount. On the Over-allotment Allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Allotment Purchase Price payable by them by wire transfer of immediately available funds to Price, the Company, the Company shall either, at its option, shall deliver certificates 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.

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, an aggregate of 7,500,000 6,666,667 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to $7,500,000 10,000,000 (the “Purchase Price”), which . The Purchaser shall be paid pay the Purchase Price by wire transfer of immediately available funds to the Company, to the trust account account, at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”) 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 on Form S-1 (File No. 333-252273) filed in connection with the Public OfferingIPO 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, shall eitherthe Company, at its option, shall deliver certificates 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 the “Over-allotment Closing Date,” ”, and each 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 600,000 800,000 Private Placement WarrantsWarrants (or, to the extent the over-allotment option is not exercised in the same full, a lesser number of Private Placement Warrants in proportion as the amount to portion of the over-allotment option that is exercised, ) at a price of $1.00 1.50 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) 1,200,000 (the “Over-allotment Purchase Price”), which . The Purchaser shall be paid 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 in accordance with Account, at least one (1) business day prior to the Company’s wiring instructionsOver-allotment Closing Date. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price payable by them by wire transfer of immediately available funds to the Company, the Company shall eithershall, at its option, deliver certificates 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.

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, an aggregate of 7,500,000 4,875,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of up to $7,500,000 4,875,000 (the “Purchase Price”), which . The Purchaser shall be paid pay the Purchase Price by wire transfer of immediately available funds to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”) in accordance with the Company’s wiring instructions at least one business day prior to the date of effectiveness of the registration statement on Form S-1 (File No. 333-252273) filed in connection with the Public Offeringinstructions. On the Initial Closing Date, upon the Companypayment by the Purchaser of the Purchase Price, shall eitherthe Company shall, at its option, deliver certificates 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 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 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 an aggregate of 600,000 525,000 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 $600,000 525,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which . The Purchaser shall be paid pay the Over-allotment Purchase Price by wire transfer of immediately available funds to the Trust Account in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price payable by them by wire transfer of immediately available funds to the CompanyPrice, the Company shall eithershall, at its option, deliver certificates 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, an aggregate of 7,500,000 the Initial Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to $7,500,000 5,410,000.50 (the “Initial Purchase Price”), which shall be paid by wire transfer of immediately available funds to . (ii) In the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (event that the “Trust Account”) in accordance with the Company’s wiring instructions at least one business day prior to the date of effectiveness of the registration statement on Form S-1 (File No. 333-252273) filed in connection with the Public Offering. On the Initial Closing Date, the Company, shall either, at its option, deliver 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. 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 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 an aggregate the total number of 600,000 Additional Private Placement Warrants, Warrants at a price of $1.50 per warrant (the aggregate purchase price of all Additional Private Placement Warrants to be purchased hereunder being referred to as the “Additional Purchase Price”). The total number of Additional Private Placement Warrants to be purchased hereunder shall be in the same proportion as the amount proportion of the overOver-allotment option Allotment Option that is exercisedexercised (disregarding any fractional warrant). The purchase and sale of the Additional Private Placement Warrants, 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 applicable, shall take place simultaneously with the Public Offering is exercised in full) closing of the full or partial exercise of the Over-Allotment Option (the “Over-allotment Purchase PriceAdditional Closing Date”, and together with the IPO Closing Date, the “Closing Dates,” and each a “Closing Date”), which . (iii) The Purchaser shall be paid pay the Initial Purchase Price by wire transfer of immediately available funds to the Trust Account Company in accordance with the Company’s wiring instructionsinstructions at least one (1) business day prior to the date of effectiveness of the registration 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 Price payable by them by wire transfer of immediately available funds to the Company, the Company shall either, at its option, deliver 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. (iv) If applicable, the Purchaser shall pay the Additional Purchase Price by wire transfer of immediately available funds in accordance with the Company’s wiring instructions, at least one (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, an aggregate of 7,500,000 14,666,667 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to $7,500,000 22,000,000 (the “Purchase Price”), which . The Purchaser shall be paid pay the Purchase Price by wire transfer of immediately available funds to the Company, to the trust account account, at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”) 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 on Form S-1 (File No. 333-252273) filed in connection with the Public OfferingIPO 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, shall eitherthe Company, at its option, shall deliver certificates 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 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 an aggregate of 600,000 2,000,000 Private Placement Warrants, in the same proportion as the amount of the over-allotment option that is then so exercised, at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to $600,000 3,000,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which . The Purchaser shall be paid 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 in accordance with the Company’s wiring instructionsat least one (1) business day prior to such Over-allotment Closing Date. On the Over-allotment Closing Date, upon following the payment by the Purchaser of the Over-allotment Purchase Price payable by them by wire transfer of immediately available funds to the Company, the Company shall eitherCompany, at its option, shall deliver certificates 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, an aggregate of 7,500,000 5,437,500 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of up to $7,500,000 5,437,500 (the “Purchase Price”), which . The Purchaser shall be paid pay the Purchase Price by wire transfer of immediately available funds to the Company, to the trust account account, at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”) 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 on Form S-1 (File No. 333-252273) to be filed in connection with the Public 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, shall eitherthe Company, at its option, shall deliver certificates 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 the “Over-allotment Closing Date,” ”, and each 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 600,000 515,625 Private Placement WarrantsWarrants (or, to the extent the over-allotment option is not exercised in the same full, a lesser number of Private Placement Warrants in proportion as the amount to portion 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) 515,625 (the “Over-allotment Purchase Price”), which . The Purchaser shall be paid 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 in accordance with Account, at least one (1) business day prior to the Company’s wiring instructionsOver-allotment Closing Date. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price payable by them by wire transfer of immediately available funds to the Company, the Company shall eithershall, at its option, deliver certificates 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.

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, an aggregate of 7,500,000 9,333,333 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to $7,500,000 14,000,000 (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 (the “Trust Account”) Company in accordance with the Company’s wiring instructions at least one business day prior to the date of effectiveness of the registration statement on Form S-1 (File No. 333-252273) filed in connection with the Public Offeringinstructions. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds to the Company, shall eitherthe Company, at its option, shall deliver certificates 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 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 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 an aggregate of 600,000 1,200,000 Private Placement Warrants, in the same proportion as the amount of the over-allotment option that is exercised, Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to $600,000 1,800,000 (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 Trust Account Company in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price payable by them by wire transfer of immediately available funds to the Company, the Company shall eithershall, at its option, deliver certificates 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.

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, an aggregate of 7,500,000 4,333,333 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to $7,500,000 6,500,000 (the “Purchase Price”), which . The Purchaser shall be paid pay the Purchase Price by wire transfer of immediately available funds to the Company, to the trust account account, at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”) 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 on Form S-1 (File No. 333-252273) filed in connection with the Public OfferingIPO 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, shall eitherthe Company, at its option, shall deliver certificates 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 the “Over-allotment Closing Date,” ”, and each 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 600,000 450,000 Private Placement WarrantsWarrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to the same proportion as the amount portion of the over-allotment option that is exercised, ) at a price of $1.00 1.50 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) 675,000 (the “Over-allotment Purchase Price”), which . The Purchaser shall be paid 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 in accordance with Account, at least one (1) business day prior to the Company’s wiring instructionsOver-allotment Closing Date. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price payable by them by wire transfer of immediately available funds to the Company, the Company shall eithershall, at its option, deliver certificates 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.

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, an aggregate of 7,500,000 10,000,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of up to $7,500,000 10,000,000 (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 (the “Trust Account”) Company in accordance with the Company’s wiring instructions at least one business day prior to the date of effectiveness of the registration statement on Form S-1 (File No. 333-252273) filed in connection with the Public OfferingIPO Closing Date. On the Initial IPO Closing Date, the Company, Company shall either, at its option, deliver 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. 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 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 an aggregate of 600,000 1,200,000 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 1,200,000 (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 Trust Account Company in accordance with the Company’s wiring instructionsinstructions at least one business day prior to such Over-allotment Closing Date. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price payable by them it by wire transfer of immediately available funds to the Company, the Company shall either, at its option, deliver 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.

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, an aggregate of 7,500,000 583,333 Private Placement Warrants at a price of $1.00 1.50 per warrant Private Placement Warrant for an aggregate purchase price of up to $7,500,000 874,999.50 (the “Purchase Price”), which . The Purchaser shall be paid pay 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”) maintained by Continental Stock Transfer & Trust Company, acting as trustee (trustee, on the “Trust Account”) in accordance with the Company’s wiring instructions at least one business day prior to the date of effectiveness of the registration statement on Form S-1 (File No. 333-252273) filed in connection with the Public Offering. On the Initial IPO Closing Date, . (ii) In the Company, shall either, at its option, deliver 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. On the date of the consummation of the closing of event that the over-allotment option is exercised in connection with the Public Offering full or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such datein part, an “Over-allotment Closing Date,” and each 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 an aggregate of 600,000 additional 87,500 Private Placement Warrants (the “Additional Private Placement Warrants”), in the same proportion as the amount of the over-allotment option that is exercised, at a price and simultaneously with such purchase of $1.00 per warrant Additional Private Placement Warrants, as payment in full for an aggregate purchase price the Additional Private Placement Warrants being purchased hereunder, on the closing of up to $600,000 (if all or any portion of the over-allotment option in connection with option, the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which Purchaser shall be paid pay $1.50 per Additional Private Placement Warrant up to an aggregate amount of $131,250 by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company to the Trust Account in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser Account. (iii) The closing of the Over-allotment Purchase Price payable by them by wire transfer purchase and sale of immediately available funds to the Company, the Company shall either, at its option, deliver certificates evidencing the Private Placement Warrants purchased shall take place simultaneously with the closing of the Public Offering (the “Initial Closing Date”). The closing of the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the over-allotment option (such closing date, together with the Initial Closing Date, the “Closing Dates” and each, a “Closing Date”). The closing of the purchase and sale of each of the Private Placement Warrants and the Additional Private Placement Warrants shall take place at the office 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 formparties hereto.

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, an aggregate of 7,500,000 5,333,333 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to $7,500,000 8,000,000 (the “Purchase Price”). The Purchaser shall pay, which shall be paid at least one (1) business day prior to the IPO Closing Date, the Purchase Price by wire transfer of immediately available funds funds, to accounts designated by the 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 (the “Trust Account”) trustee, in accordance with the Company’s wiring instructions at least one business day prior to the date of effectiveness of the registration statement on Form S-1 (File No. 333-252273) filed in connection with the Public Offeringinstructions. On the Initial IPO Closing Date, subject to receipt of funds pursuant to the immediately prior sentence, the Company, shall either, at its option, shall deliver certificates 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 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 600,000 Private Placement WarrantsWarrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to the same proportion as the amount portion of the over-allotment option that is then exercised, ) at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to $600,000 900,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which . The Purchaser shall be paid 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 the Trust Account (as set forth in accordance with the Company’s wiring wire instructions), at least one (1) business day prior to the applicable Over-allotment Closing Date. On the each Over-allotment Closing Date, upon the payment by the Purchaser subject to receipt of the Over-allotment Purchase Price payable by them by wire transfer of immediately available funds pursuant to the Companyimmediately prior sentence, the Company shall eithershall, at its option, deliver certificates 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.

Purchase and Sale of the Private Placement Warrants. (i) On As payment in full for 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”)416,667 Private Placement Warrants being purchased under this Agreement, the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 7,500,000 Private Placement Warrants at a price of pay $1.00 per warrant for an aggregate purchase price of up to $7,500,000 416,667 (the “Purchase Price”), which shall be paid 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 (the “Trust Account”) in accordance with the Company’s wiring instructions trustee, at least one (1) business day prior to the date of effectiveness of the registration statement on Form S-1 Registration Statement. (File No. 333-252273ii) filed in connection with In the Public Offering. On the Initial Closing Date, the Company, shall either, at its option, deliver 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. On the date of the consummation of the closing of event that the over-allotment option is exercised in connection with the Public Offering full or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such datein part, an “Over-allotment Closing Date,” and each 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 an aggregate of 600,000 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 a price least one (1) business day prior to the closing of $1.00 per warrant for an aggregate purchase price all or any portion of up to $600,000 (if the over-allotment option in connection with option, the Public Offering is exercised in full) (the “Over-allotment Purchase Price”)Purchaser shall pay $1.00 per Additional Private Placement Warrant, which shall be paid up to an aggregate amount of $58,144, by wire transfer of immediately available funds to the Trust Account in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment or by the Purchaser of the Over-allotment Purchase Price payable by them by wire transfer of immediately available funds such other method as may be reasonably acceptable to the Company, to the Company shall either, at its option, deliver certificates evidencing Trust Account. (iii) The closing of the purchase and sale of the Private Placement Warrants purchased shall take place simultaneously with the closing of the Public Offering (the “Initial Closing Date”). The closing of the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the over-allotment option (such closing date, together with the Initial Closing Date, the “Closing Dates” and each, a “Closing Date”). The closing of the purchase and sale of each of the Private Placement Warrants 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 formparties hereto.

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, an aggregate of 7,500,000 4,571,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of up to $7,500,000 4,571,000 (the “Purchase Price”), which . Purchaser shall be paid pay the Purchase Price by wire transfer of immediately available funds to the trust account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust AccountContinental”) in accordance with the Company’s wiring instructions ), at least one (1) business day prior to the date of effectiveness (the “Effective Date”) of the registration statement on Form S-1 (File No. 333-252273) filed in connection with relating to the Public OfferingOffering (the “Registration Statement”). On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, shall either, at its option, shall deliver certificates 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. On the date of . (ii) 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 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 the Company, up to an aggregate of 600,000 additional 450,000 Private Placement Warrants (the “Additional Warrants”), in the same proportion as the amount of the over-allotment 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 a price of least one (1) business day prior to the Over-Allotment Closing Date, Purchaser shall pay $1.00 per warrant for Additional Warrant, up to an aggregate purchase price amount of up to $600,000 (if the over-allotment option in connection with the Public Offering is exercised in full) 450,000 (the “Over-allotment Allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the Trust Account in accordance with the Company’s wiring instructionsAccount. On the Over-allotment Allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Allotment Purchase Price payable by them by wire transfer of immediately available funds to Price, the Company, the Company shall either, at its option, shall deliver certificates 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.

Purchase and Sale of the Private Placement Warrants. (i) On the date 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, an aggregate of 7,500,000 Company 8,000,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of up to $7,500,000 8,000,000 (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 (the “Trust Account”) Company in accordance with the Company’s wiring instructions at least one business day prior to the date of effectiveness of the registration statement on Form S-1 (File No. 333-252273) filed in connection with the Public Offeringinstructions. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price payable by it by wire transfer of immediately available funds to the Company, shall eitherthe Company, at its option, deliver certificates evidencing shall effect delivery in book-entry form of 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. On the date 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 the Purchaser and the Company (each such date, an “Over-allotment Closing Date,” and each 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 an aggregate of 600,000 900,000 Private Placement Warrants, in the same proportion as the amount of the over-allotment option that is exercised, Warrants at a price of $1.00 per warrant for an aggregate purchase price of up to $600,000 900,000 (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 Trust Account Company in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price payable by them it by wire transfer of immediately available funds to the Company, the Company shall eithershall, at its option, deliver certificates 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, an aggregate of 7,500,000 Company 8,000,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of up to approximately $7,500,000 8,000,000 (the “Purchase Price”), which . The Purchase Price shall be paid by wire transfer of immediately available funds to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”) Company in accordance with the Company’s wiring instructions at least one business day prior to the date of effectiveness of the registration statement on Form S-1 (File No. 333-252273) to be filed in connection with the Public Offering. On the Initial Closing Date, following the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds to the Company, shall eitherthe Company, at its option, shall deliver certificates 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 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 an aggregate of 600,000 900,000 Private Placement Warrants, in the same proportion as the amount of the over-allotment option that is exercised, Warrants at a price of $1.00 per warrant for an aggregate purchase price of up to $600,000 900,000 (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 Trust Account Company in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon following the payment by the Purchaser of the Over-allotment Purchase Price payable by them it by wire transfer of immediately available funds to the Company, the Company shall eithershall, at its option, deliver certificates 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.

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, an aggregate of 7,500,000 1,393,333 Private Placement Warrants at a price of $1.00 ________ per warrant for an aggregate purchase price of up to $7,500,000 ______ (the “Purchase Price”), which . Purchaser shall be paid pay the Purchase Price by wire transfer of immediately available funds to the trust account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”) in accordance with the Company’s wiring instructions Continental”), at least one (1) business day prior to the date of effectiveness closing of the registration statement on Form S-1 initial public offering (File No. 333-252273) filed in connection with the Public Offering“IPO Closing”). On the Initial Closing Date, upon the Companypayment by the Purchaser of the Purchase Price, the Company shall either, at its option, deliver 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. On the date of . (ii) 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 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 the Company, up to an aggregate of 600,000 additional 140,000 Private Placement Warrants (the “Additional Warrants”), in the same proportion as the amount of the over-allotment 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 a price least one (1) business day prior to the Over-Allotment Closing Date, Purchaser shall pay ______ per Additional Warrant, up to an aggregate amount 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 Allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the Trust Account in accordance with the Company’s wiring instructionsAccount. On the Over-allotment Allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Allotment Purchase Price payable by them by wire transfer of immediately available funds to Price, the Company, the Company shall either, at its option, shall deliver certificates 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.

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, an aggregate of 7,500,000 6,647,500 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of up to $7,500,000 6,647,500 (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 (the “Trust Account”) Company in accordance with the Company’s wiring instructions at least one business day prior to the date of effectiveness of Initial Closing Date, including to the registration statement on Form S-1 trust account (File No. 333-252273) filed in connection with the Public Offering“Trust Account”), at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee. On the Initial Closing Date, subject to receipt of funds pursuant to the Companyimmediately prior sentence, the Company shall either, at its option, deliver 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. 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 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 an aggregate of 600,000 748,125 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 $600,000 748,125 (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 Trust Account Company in accordance with the Company’s wiring instructionsinstructions at least one business day prior to each Over-allotment Closing Date. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price payable by them by wire transfer of immediately available funds to the Company, the Company shall either, at its option, deliver 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.

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, an aggregate of 7,500,000 4,720,000 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to $7,500,000 7,080,000 (the “Purchase Price”), which . Purchaser shall be paid pay the Purchase Price by wire transfer of immediately available funds to the trust account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust AccountContinental”) in accordance with the Company’s wiring instructions ), at least one (1) business day prior to the date of effectiveness (the “Effective Date”) of the registration statement on Form S-1 (File No. 333-252273) filed in connection with relating to the Public OfferingOffering (the “Registration Statement”). On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, shall either, at its option, shall deliver certificates 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. On the date of . (ii) 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 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 an aggregate of 600,000 up to 480,000 Private Placement Warrants, in the same proportion as the amount of the over-allotment option that is exercised, Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to $600,000 720,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which . Purchaser shall be paid pay the Over-allotment Purchase Price by wire transfer of immediately available funds to the Trust Account in accordance with maintained by Continental at least one (1) business day prior to the Company’s wiring instructionsOver-allotment Closing Date. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price payable by them by wire transfer of immediately available funds to the Company, the Company shall eithershall, at its option, deliver certificates 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. (iii) Notwithstanding the foregoing, in the event that Affiliated Purchasers purchase 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 up-front underwriting discounts or commissions payable by the Company upon completion of the Public Offering.

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 each of the Purchaser Purchasers and the Company (the “Initial Closing Date”), the Company shall issue and sell to the PurchaserPurchasers, and the Purchaser Purchasers, severally and not jointly, shall purchase from the Company, an aggregate of 7,500,000 6,170,500 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of up to $7,500,000 6,170,500 (the “Purchase Price”), which . The number of Private Placement Warrants to be purchased by each Purchaser on the Initial Closing Date is set forth opposite such Purchaser’s name on such Purchaser’s signature page hereto. Purchasers shall be paid pay the Purchase Price by wire transfer of immediately available funds to the trust account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust AccountContinental”) in accordance with the Company’s wiring instructions ), at least one (1) business day prior to the date of effectiveness (the “Effective Date”) of the registration statement on Form S-1 (File No. 333-252273) filed in connection with relating to the Public OfferingOffering (the “Registration Statement”); provided, however, that Imperial Capital and I-Bankers may initiate such wire transfer on the Initial Closing Date. On the Initial Closing Date, upon the payment by the Purchasers of the Purchase Price, the Company, shall either, at its option, shall deliver certificates 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. On the date of . (ii) 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 each of the Purchaser Purchasers and the Company (each such date, an “Over-allotment Allotment Closing Date,” and each 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 PurchaserPurchasers, and the Purchaser Purchasers, severally and not jointly, shall purchase from the Company, up to an aggregate of 600,000 additional 656,250 Private Placement Warrants (the “Additional Warrants”), in the same proportion as the amount of the over-allotment 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 a price of least one (1) business day prior to the Over-Allotment Closing Date, Purchasers shall pay $1.00 per warrant for Additional Warrant, up to an aggregate purchase price amount of up to $600,000 (if the over-allotment option in connection with the Public Offering is exercised in full) 656,250 (the “Over-allotment Allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the Trust Account in accordance with Account; provided, however, that Imperial Capital and I-Bankers may initiate such wire transfer on the CompanyOver-Allotment Closing Date. The number of Private Placement Warrants to be purchased by each Purchaser on the Over-Allotment Closing Date is set forth opposite such Purchaser’s wiring instructionsname on such Purchaser’s signature page hereto. On the Over-allotment Allotment Closing Date, upon the payment by the Purchaser Purchasers of the Over-allotment Allotment Purchase Price payable by them by wire transfer of immediately available funds to Price, the Company, the Company shall either, at its option, shall deliver certificates 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.