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 6,000,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $6,000,000 (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. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and each 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 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 with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company 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, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 6,000,000 5,333,333 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $6,000,000 8,000,000 (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; provided, however, that the Purchase Price shall be reimbursed to the Purchaser if the Initial Closing Date does not occur on the day following such wire payment. On the Initial Closing Date, upon following the payment by the Purchaser of the Purchase PricePrice by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) On the date of the consummation of the 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 up to 600,000 additional Private Placement Warrants 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 $600,000 900,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company at least one day prior to such Over-allotment Closing Date in accordance with the Company’s wiring instructions; provided, however, that the Over-allotment Purchase Price shall be reimbursed to the Purchaser if such Over-allotment Closing Date does not occur on the day following such wire payment. The On the Over-allotment Closing Date, following the payment by the Purchaser shall pay of the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company 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, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 6,000,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $6,000,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to the Initial Closing Date in accordance with the Company’s wiring instructionsDate. On the Initial Closing Date, upon subject to receipt of funds pursuant to the payment by the Purchaser of the Purchase Priceimmediately prior sentence, the CompanyCompany shall either, at its option, shall deliver a certificate certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) . On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, ,” and each 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 Private Placement Warrants 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”). The Purchaser , which shall pay the Over-allotment Purchase Price be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to the Over-Allotment allotment Closing Date in accordance with the Company’s wiring instructionsClosing Date. On the Over-allotment Closing Date, upon subject to receipt of funds pursuant to the payment by the Purchaser of the Over-allotment Purchase Priceimmediately prior sentence, the Company shallshall either, at its option, deliver a certificate certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

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 6,000,000 4,133,333 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $6,000,000 6,200,000 (the “Purchase Price”), which . The Purchaser shall be paid pay the Purchase Price 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, at least one (1) business day prior to the IPO Closing Date. On the Initial IPO Closing Date, upon the payment by the Purchaser of the Purchase Price, by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and each 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 additional 420,000 Private Placement Warrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion 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) 630,000 (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company at least one business day prior to the Over-Allotment Closing Date 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, by wire transfer of immediately available funds to the Company shallCompany, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form.

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 6,000,000 8,000,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $6,000,000 8,000,000 (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. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and each 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 additional Private Placement 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”). The Purchaser shall pay the Over-allotment Purchase Price by wire transfer of immediately available funds to the 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, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 6,000,000 4,666,667 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $6,000,000 7,000,000 (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. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and each 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 additional Private Placement 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”). The Purchaser shall pay the Over-allotment Purchase Price by wire transfer of immediately available funds to the 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, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 6,000,000 4,050,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $6,000,000 4,050,000 (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. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and each 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 600,000 400,500 additional Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of up to $600,000 400,500 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company 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, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date 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 6,000,000 5,333,333 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $6,000,000 8,000,000 (the “Purchase Price”), which . The Purchaser shall be paid pay the Purchase Price by wire transfer of immediately available funds to the Company at least one business day prior to the Initial Closing Date in accordance with the Company’s wiring instructions. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the CompanyCompany shall, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) On the date 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 additional Private Placement 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”). The Purchaser shall pay the Over-allotment Purchase Price by wire transfer of immediately available funds to the 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, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 6,000,000 500,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $6,000,000 500,000 (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. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and each 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 49,500 additional Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of up to $600,000 49,500 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company 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, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date 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 6,000,000 Company 7,000,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of approximately $6,000,000 7,000,000 (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. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase PricePrice payable by it by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) . On the date 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 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 additional 750,000 Private Placement Warrants 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”). The Purchaser , which shall pay the Over-allotment Purchase Price be paid by wire transfer of immediately available funds to the 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 PricePrice payable by it by wire transfer of immediately available funds to the Company, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased 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 6,000,000 500,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $6,000,000 500,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to the Initial Closing Date date of effectiveness of the registration statement on Form S-1 (File No. 333-239819) filed in accordance connection with the Company’s wiring instructionsPublic Offering. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the CompanyCompany shall either, at its option, shall deliver a certificate certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) . On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, ,” and each 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 48,610 Private Placement Warrants 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 48,610 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser , which shall pay the Over-allotment Purchase Price be paid by wire transfer of immediately available funds to the Company 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 PricePrice payable by it by wire transfer of immediately available funds to the Company, the Company shallshall either, at its option, deliver a certificate certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

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 6,000,000 8,050,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $6,000,000 8,050,000 (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. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase PricePrice by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and each 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 additional Private Placement 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”). The Purchaser shall pay the Over-allotment Purchase Price by wire transfer of immediately available funds to the 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, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date 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 6,000,000 Company 12,750,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $6,000,000 12,750,000 (the “Purchase Price”), which shall be paid by the Purchaser by wire transfer of immediately available funds to an account designated by the Company at least one business day prior to the Initial Closing Date in accordance with the Company’s wiring instructions. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the CompanyCompany shall, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) . On the date 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 additional 1,350,000 Private Placement 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”). The , which shall be paid by the Purchaser shall pay the Over-allotment Purchase Price by wire transfer of immediately available funds to the account designated by the Company at least one business day prior to the Over-Allotment Closing Date in accordance with the Company’s wiring instructions. On the each Over-allotment Closing Date, upon the payment by the Purchaser of the applicable Over-allotment Purchase Price, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date 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 6,000,000 6,333,333 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $6,000,000 9,500,000 (the “Purchase Price”), which . The Purchaser shall be paid pay the Purchase Price by wire transfer of immediately available funds to the Company at least one business day prior to the Initial Closing Date in accordance with the Company’s wiring instructions. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) On the date 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 additional Private Placement 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”). The Purchaser shall pay the Over-allotment Purchase Price by wire transfer of immediately available funds to the 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, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 6,000,000 2,750,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $6,000,000 2,750,000.00 (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; provided, however, that the Purchase Price shall be reimbursed to the Purchaser if the Initial Closing Date does not occur on the day following such wire payment. On the Initial Closing Date, upon following the payment by the Purchaser of the Purchase PricePrice by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) On the date of the consummation of the 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 additional up to 294,643 Private Placement Warrants 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 $600,000 294,643.00 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company at least one day prior to such Over-allotment Closing Date in accordance with the Company’s wiring instructions; provided, however, that the Over-allotment Purchase Price shall be reimbursed to the Purchaser if such Over-allotment Closing Date does not occur on the day following such wire payment. The On the Over-allotment Closing Date, following the payment by the Purchaser shall pay of the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company 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, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 6,000,000 6,250,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $6,000,000 6,250,000 (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. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and each 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 additional Private Placement 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”). The Purchaser shall pay the Over-allotment Purchase Price by wire transfer of immediately available funds to the 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, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date 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 6,000,000 [ ] Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $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 at least one business day prior to the Initial Closing Date in accordance with the Company’s wiring instructions. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) On the date 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 additional [ ] Private Placement Warrants 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”). The Purchaser shall pay the Over-allotment Purchase Price by wire transfer of immediately available funds to the 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, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 6,000,000 8,666,667 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $6,000,000 13,000,000 (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. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and each 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 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”). The Purchaser shall pay the Over-allotment Purchase Price by wire transfer of immediately available funds to the 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, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 6,000,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $6,000,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to the Initial Closing Date date of effectiveness of the registration statement on Form S-1 (File No. 333-236208) filed in accordance connection with the Company’s wiring instructionsPublic Offering. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, shall either, at its option, shall deliver a certificate certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) . On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, ,” and each 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 Private Placement Warrants 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”). The Purchaser , which shall pay the Over-allotment Purchase Price be paid by wire transfer of immediately available funds to the 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 PricePrice payable by them by wire transfer of immediately available funds to the Company, the Company shallshall either, at its option, deliver a certificate certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

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 6,000,000 Company 5,678,676 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $6,000,000 5,678,676 (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. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, shall either, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) . On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering Offering, and concurrently with the consummation thereof, or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and each 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 additional 516,529 Private Placement Warrants 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 $600,000 516,529 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser , which shall pay the Over-allotment Purchase Price be paid by wire transfer of immediately available funds to the Company 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 PricePrice payable by it by wire transfer of immediately available funds to the Company, the Company shallshall either, at its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 6,000,000 3,562,750 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $6,000,000 3,562,750 (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; provided, however, that the Purchase Price shall be reimbursed to the Purchaser if the Initial Closing Date does not occur on the day following such wire payment. On the Initial Closing Date, upon following the payment by the Purchaser of the Purchase PricePrice by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering Offering, and concurrently with the consummation thereof, or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and each 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 additional 337,500 Private Placement Warrants 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 $600,000 337,500 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser , which shall pay the Over-allotment Purchase Price be paid by wire transfer of immediately available funds to the Company 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 PricePrice payable by it by wire transfer of immediately available funds to the Company, the Company shallshall either, at its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 6,000,000 10,000,000 Private Placement Warrants at a price of $1.00 0.50 per warrant for an aggregate purchase price of up to $6,000,000 5,000,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to the Initial Closing Date date of effectiveness of the registration statement on Form S-1 (File No. 333-258920) filed in accordance connection with the Company’s wiring instructionsPublic Offering. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, shall either, at its option, shall deliver a certificate certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser Company and the Company Purchaser (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 in proportion to the percentage of the over-allotment exercised an aggregate of 600,000 additional up to 900,000 Private Placement Warrants 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”). The Purchaser 450,000, which shall pay the Over-allotment Purchase Price be paid by wire transfer of immediately available funds to the 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 PriceCompany, the Company shallshall either, at its option, deliver a certificate certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

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 IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 6,000,000 2,600,000 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $6,000,000 3,900,000 (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) $2,400,000 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 (the “Trust Account”), and (ii) $1,500,000 to, or on behalf of, the Company at least one business day prior to the Initial Closing Date in accordance with the Company’s wiring instructions. On the Initial IPO Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the any 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 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 additional 240,000 Private Placement Warrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to the 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 $600,000 360,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Company or the Trust Account (as set forth in the wire instructions), at least one (1) business day prior to the Over-Allotment allotment Closing Date in accordance with the Company’s wiring instructionsDate. On the each Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase PricePrice payable by it, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date Closing Date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form.

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 6,000,000 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $6,000,000 9,000,000 (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; provided, however, that the Purchase Price shall be reimbursed to the Purchaser if the Initial Closing Date does not occur on the day following such wire payment. On the Initial Closing Date, upon following the payment by the Purchaser of the Purchase PricePrice by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) On the date of the consummation of the 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 up to 600,000 additional Private Placement Warrants 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 $600,000 900,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company at least one day prior to such Over-allotment Closing Date in accordance with the Company’s wiring instructions; provided, however, that the Over-allotment Purchase Price shall be reimbursed to the Purchaser if such Over-allotment Closing Date does not occur on the day following such wire payment. The On the Over-allotment Closing Date, following the payment by the Purchaser shall pay of the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company 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, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 6,000,000 5,333,333 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $6,000,000 8,000,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company at least one (1) business day prior to the Initial Closing Date in accordance with the Company’s wiring instructions. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) On the date of the consummation of the 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 additional Private Placement 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”). The Purchaser shall pay the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company at least one (1) business day prior to the Over-Allotment 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, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (iii) The Purchaser may elect to reduce either the Purchase Price or the Over-allotment Purchase Price by an amount not to exceed the difference between $6,000,000 (which is the amount of the underwriting discounts and commissions payable upon the Initial Closing Date, assuming no units are purchased by the Company’s anchor investors or other investors that have expressed an interest to purchase units in the Public Offering), and the underwriting discounts and commissions actually paid upon the Initial Closing Date. Any reduction in the Purchase Price or the Over-allotment Purchase Price will also result in a reduction of the amount of Private Placement Warrants that the Company will receive, such that the purchase price per Private Placement Warrant will continue to be $1.50.

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 6,000,000 7,000,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $6,000,000 7,000,000 (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. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and each 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 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”). The Purchaser shall pay the Over-allotment Purchase Price by wire transfer of immediately available funds to the 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, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser 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 6,000,000 2,545,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $6,000,000 2,545,000 (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. Of the 2,545,000 Private Placement Warrants sold to the Purchasers, Cxxxxx Fxxxxxxxxx & Co. shall purchase1,781,500 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $1,781,500 and Odeon Capital Group LLC shall purchase 763,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $763,000. On the Initial Closing Date, upon the payment by the Purchaser Purchasers of the Purchase Price, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser Purchasers on such date duly registered in the Purchaser’s Purchasers’ name to the PurchaserPurchasers, or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering 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 additional 82,500 Private Placement Warrants 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”). The Purchaser , which shall pay the Over-allotment Purchase Price be paid by wire transfer of immediately available funds to the Company at least one business day prior to the Over-Allotment Closing Date in accordance with the Company’s wiring instructions. Of the 82,500 Private Placement Warrants which will be sold in connection with such Over-allotment Closing Date, Cxxxxx Fxxxxxxxxx & Co. shall purchase up to 57,750 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of up to $57,750 and Odeon Capital Group LLC shall purchase up to 24,750 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of up to $24,750. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase PricePrice payable by it by wire transfer of immediately available funds to the Company, the Company shallshall either, at its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name names to the Purchaser, or effect such delivery in book-entry form.

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 6,000,000 14,900,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $6,000,000 14,900,000 (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. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option 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 1,800,000 additional Private Placement Warrants at a price of $1.00 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”). The Purchaser shall pay the Over-allotment Purchase Price by wire transfer of immediately available funds to the 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, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 6,000,000 3,950,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $6,000,000 3,950,000.00 (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; provided, however, that the Purchase Price shall be reimbursed to the Purchaser if the Initial Closing Date does not occur on the day following such wire payment. On the Initial Closing Date, upon following the payment by the Purchaser of the Purchase PricePrice by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) On the date of the consummation of the 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 additional up to 455,357 Private Placement Warrants 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 $600,000 455,357.00 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company at least one day prior to such Over-allotment Closing Date in accordance with the Company’s wiring instructions; provided, however, that the Over-allotment Purchase Price shall be reimbursed to the Purchaser if such Over-allotment Closing Date does not occur on the day following such wire payment. The On the Over-allotment Closing Date, following the payment by the Purchaser shall pay of the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company 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, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 6,000,000 8,566,667 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $6,000,000 12,850,000 (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. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of any exercise 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 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”). The Purchaser shall pay the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company at least one business day prior to the Over-Allotment 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, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 6,000,000 4,000,000 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $6,000,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to the Initial IPO Closing Date in accordance with the Company’s wiring instructionsDate. On the Initial IPO Closing Date, upon the payment by the Purchaser of the Purchase Price, the CompanyCompany shall either, at its option, shall deliver a certificate certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) . On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, ,” and each 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 400,000 Private Placement Warrants 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”). The Purchaser , which shall pay the Over-allotment Purchase Price be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to the such Over-Allotment allotment Closing Date in accordance with the Company’s wiring instructionsDate. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase PricePrice payable by it by wire transfer of immediately available funds to the Company, the Company shallshall either, at its option, deliver a certificate certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

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 6,000,000 1,375,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $6,000,000 1,375,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to the Initial IPO Closing Date in accordance with the Company’s wiring instructionsDate. On the Initial IPO Closing Date, upon the payment by the Purchaser of the Purchase Price, the CompanyCompany shall either, at its option, shall deliver a certificate certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) . On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, ,” and each 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 206,250 Private Placement Warrants 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 $600,000 206,250 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser , which shall pay the Over-allotment Purchase Price be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to the such Over-Allotment allotment Closing Date in accordance with the Company’s wiring instructionsDate. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase PricePrice payable by it by wire transfer of immediately available funds to the Company, the Company shallshall either, at its option, deliver a certificate certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

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 6,000,000 the Private Placement Warrants Warrants, allocated among the Purchasers as set forth in Schedule A hereto, at a price of $1.00 1.25 per warrant warrant, for an aggregate purchase price of $6,000,000 (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 instructionsinstructions at least one (1) business day prior to the Closing Date. On the Initial Closing Date, upon the payment by the Purchaser Purchasers of the Purchase PricePrice by wire transfer of immediately available funds to the Company, the CompanyCompany shall, at its option, shall deliver a certificate certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name Purchasers’ names to the PurchaserPurchasers, or effect such delivery in book-entry form. (ii) . On the date of the consummation of the closing of the over-allotment option 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 Purchasers 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 PurchaserPurchasers, and the Purchaser Purchasers shall purchase from the Company, up to an aggregate of 600,000 additional 495,000 Private Placement Warrants (or, to the extent the option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the option that is exercised) at a price of $1.00 1.25 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) 618,750 (the “Over-allotment Option Purchase Price”). The Purchaser Purchasers shall pay the Over-allotment Option Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Company Trust Account, at least one (1) business day prior to the Over-Allotment Option Closing Date in accordance with the Company’s wiring instructionsDate. On the Over-allotment Option Closing Date, upon subject to the payment by receipt of funds pursuant to the Purchaser of the Over-allotment Purchase Priceimmediately prior sentence, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name Purchasers’ names to the Purchaser, Purchasers 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 6,000,000 3,500,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $6,000,000 3,500,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to the Initial Closing Date in accordance with the Company’s wiring instructionsDate. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, shall either, at its option, shall deliver a certificate certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) . On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, ,” and each 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 225,000 Private Placement Warrants 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”). The Purchaser , which shall pay the Over-allotment Purchase Price be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions, at least one business day prior to the Over-Allotment allotment Closing Date in accordance with the Company’s wiring instructionsDate. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase PricePrice payable by them by wire transfer of immediately available funds to the Company, the Company shallshall either, at its option, deliver a certificate certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

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 6,000,000 4,833,333 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to $6,000,000 7,250,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to the Initial Closing Date date of effectiveness of the registration statement on Form S-1 (File No. 333-[●]) filed in accordance connection with the Company’s wiring instructionsPublic Offering. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, shall either, at its option, shall deliver a certificate certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) . On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, ,” and each 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 additional Private Placement Warrants 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”). The Purchaser , which shall pay the Over-allotment Purchase Price be paid by wire transfer of immediately available funds to the 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 PricePrice payable by them by wire transfer of immediately available funds to the Company, the Company shallshall either, at its option, deliver a certificate certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

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 6,000,000 6,666,667 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $6,000,000 10,000,000 (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. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and each 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 at a price of $1.00 1.50 per warrant in the same proportion as the amount of the over-allotment option is then so exercised 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”). The Purchaser shall pay the Over-allotment Purchase Price by wire transfer of immediately available funds to the 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, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 6,000,000 7,700,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $6,000,000 7,700,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to the Initial IPO Closing Date in accordance with the Company’s wiring instructionsDate. On the Initial IPO Closing Date, upon the payment by the Purchaser of the Purchase Price, the CompanyCompany shall either, at its option, shall deliver a certificate certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) . On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, ,” and each 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 750,000 Private Placement Warrants 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”). The Purchaser , which shall pay the Over-allotment Purchase Price be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to the such Over-Allotment allotment Closing Date in accordance with the Company’s wiring instructionsDate. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase PricePrice payable by it by wire transfer of immediately available funds to the Company, the Company shallshall either, at its option, deliver a certificate certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

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 6,000,000 4,666,667 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $6,000,000 7,000,000 (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; provided, however, that the Purchase Price shall be reimbursed to the Purchaser if the Initial Closing Date does not occur on the day following such wire payment. On the Initial Closing Date, upon following the payment by the Purchaser of the Purchase PricePrice by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) On the date of the consummation of the 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 additional up to 400,000 Private Placement Warrants 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 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company at least one day prior to such Over-allotment Closing Date in accordance with the Company’s wiring instructions; provided, however, that the Over-allotment Purchase Price shall be reimbursed to the Purchaser if such Over-allotment Closing Date does not occur on the day following such wire payment. The On the Over-allotment Closing Date, following the payment by the Purchaser shall pay of the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company 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, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 6,000,000 12,000,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $6,000,000 12,000,000 (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. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and each 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 at a price of $1.00 per warrant in the same proportion as the amount of the over-allotment option is then so exercised 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”). The Purchaser shall pay the Over-allotment Purchase Price by wire transfer of immediately available funds to the 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, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 6,000,000 4,200,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $6,000,000 4,200,000 (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; provided, however, that the Purchase Price shall be reimbursed to the Purchaser if the Initial Closing Date does not occur on the day following such wire payment. On the Initial Closing Date, upon following the payment by the Purchaser of the Purchase PricePrice by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering Offering, and concurrently with the consummation thereof, or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and each 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 additional 300,000 Private Placement Warrants 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 $600,000 300,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser , which shall pay the Over-allotment Purchase Price be paid by wire transfer of immediately available funds to the Company 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 PricePrice payable by it by wire transfer of immediately available funds to the Company, the Company shallshall either, at its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 6,000,000 10,500,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $6,000,000 10,500,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to the Initial IPO Closing Date in accordance with the Company’s wiring instructionsDate. On the Initial IPO Closing Date, upon the payment by the Purchaser of the Purchase Price, the CompanyCompany shall either, at its option, shall deliver a certificate certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) . On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, ,” and each 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 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”). The Purchaser , which shall pay the Over-allotment Purchase Price be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to the such Over-Allotment allotment Closing Date in accordance with the Company’s wiring instructionsDate. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase PricePrice payable by it by wire transfer of immediately available funds to the Company, the Company shallshall either, at its option, deliver a certificate certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

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 6,000,000 7,500,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $6,000,000 7,500,000 (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; provided, however, that the Purchase Price shall be reimbursed to the Purchaser if the Initial Closing Date does not occur on the day following such wire payment. On the Initial Closing Date, upon following the payment by the Purchaser of the Purchase PricePrice by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) On the date of the consummation of the 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 additional up to 675,000 Private Placement Warrants 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 $600,000 675,000 (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 Company at least one day prior to such Over-allotment Closing Date in accordance with the Company’s wiring instructions; provided, however, that the Over-allotment Purchase Price shall be reimbursed to the Purchaser if such Over-allotment Closing Date does not occur on the day following such wire payment. The On the Over-allotment Closing Date, following the payment by the Purchaser shall pay of the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company 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, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 6,000,000 8,000,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $6,000,000 8,000,000 (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. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Overallotment 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 additional Private Placement 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”). The Purchaser shall pay the Over-allotment Purchase Price by wire transfer of immediately available funds to the 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, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 6,000,000 4,666,667 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $6,000,000 7,000,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company at least one (1) business day prior to the Initial Closing Date in accordance with the Company’s wiring instructions. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and each 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 additional Private Placement 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”). The Purchaser shall pay the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company at least one (1) 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, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 6,000,000 9,500,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $6,000,000 9,500,000 (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. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and each 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 600,000 656,250 additional Private Placement Warrants in proportion to the number of Private Placement Warrants purchased by the Purchaser on the Initial Closing Date, at a price of $1.00 per warrant warrant, for an aggregate purchase price of up to $600,000 656,250 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company 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, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering 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 IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 6,000,000 Company 4,950,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $6,000,000 4,950,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to the Initial IPO Closing Date in accordance with the Company’s wiring instructionsDate. On the Initial IPO Closing Date, upon the payment by the Purchaser of the Purchase Price, the CompanyCompany shall either, at its option, shall deliver a certificate certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) . On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, ,” and each 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 5,550,000 Private Placement Warrants 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 5,550,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser , which shall pay the Over-allotment Purchase Price be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to the such Over-Allotment allotment Closing Date in accordance with the Company’s wiring instructionsDate. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase PricePrice payable by it by wire transfer of immediately available funds to the Company, the Company shallshall either, at its option, deliver a certificate certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

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 6,000,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $6,000,000 (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. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and each 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 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”). The Purchaser shall pay the Over-allotment Purchase Price by wire transfer of immediately available funds to the 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, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering 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 6,000,000 Company 4,450,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $6,000,000 4,450,000 (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. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, shall either, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) . On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering Offering, and concurrently with the consummation thereof, or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and each 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 additional 375,000 Private Placement Warrants 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 $600,000 375,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser , which shall pay the Over-allotment Purchase Price be paid by wire transfer of immediately available funds to the Company 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 PricePrice payable by it, the Company shallshall either, at its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 6,000,000 13,420,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of up to $6,000,000 13,420,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to the Initial Closing Date date of effectiveness of the registration statement on Form S-1 (File No. 333-________) filed in accordance connection with the Company’s wiring instructionsPublic Offering. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, shall either, at its option, shall deliver a certificate certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) . On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, ,” and each 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 1,575,000 Private Placement Warrants 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 1,575,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser , which shall pay the Over-allotment Purchase Price be paid by wire transfer of immediately available funds to the Company 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 PricePrice payable by them by wire transfer of immediately available funds to the Company, the Company shallshall either, at its option, deliver a certificate certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

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 6,000,000 7,500,000 Private Placement Warrants at a price of $1.00 2.00 per warrant for an aggregate purchase price of $6,000,000 15,000,000 (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; provided, however, that the Purchase Price shall be reimbursed to the Purchaser if the Initial Closing Date does not occur on the day following such wire payment. On the Initial Closing Date, upon following the payment by the Purchaser of the Purchase PricePrice by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) On the date of the consummation of the 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 additional up to 900,000 Private Placement Warrants Warrants, in the same proportion as the amount of the over-allotment option that is then so exercised, at a price of $1.00 2.00 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 Company at least one day prior to such Over-allotment Closing Date in accordance with the Company’s wiring instructions; provided, however, that the Over-allotment Purchase Price shall be reimbursed to the Purchaser if such Over-allotment Closing Date does not occur on the day following such wire payment. The On the Over-allotment Closing Date, following the payment by the Purchaser shall pay of the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company 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, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 6,000,000 7,900,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $6,000,000 7,900,000 (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. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and each 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 600,000 780,000 additional Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of up to $600,000 780,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company 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, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 6,000,000 4,000,000 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $6,000,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to the Initial Closing Date in accordance with the Company’s wiring instructionsDate. On the Initial Closing Date, upon subject to receipt of funds pursuant to the payment by the Purchaser of the Purchase Priceimmediately prior sentence, the CompanyCompany shall either, at its option, shall deliver a certificate certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) . On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, ,” and each 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 400,000 Private Placement Warrants 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”). The Purchaser , which shall pay the Over-allotment Purchase Price be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to the Over-Allotment allotment Closing Date in accordance with the Company’s wiring instructionsClosing Date. On the Over-allotment Closing Date, upon subject to receipt of funds pursuant to the payment by the Purchaser of the Over-allotment Purchase Priceimmediately prior sentence, the Company shallshall either, at its option, deliver a certificate certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

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 6,000,000 5,333,333 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $6,000,000 8,000,000 (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. On the Initial Closing Date, upon the payment by the Purchaser Purchasers of the Purchase Price, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser Purchasers on such date duly registered in the Purchaser’s name Purchasers’ names to the PurchaserPurchasers, or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser Purchasers and the Company (each such date, an “Over-allotment Closing Date”, and each 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 additional Private Placement 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”). The Purchaser Purchasers shall pay the Over-allotment Purchase Price by wire transfer of immediately available funds to the 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 Purchasers of the Over-allotment Purchase Price, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser Purchasers on such date duly registered in the Purchaser’s name 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 that is one (1) 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 each Purchaser, and the each Purchaser shall purchase from the Company, an aggregate of 6,000,000 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 $6,000,000 [●] (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. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase PricePrice set forth opposite such Purchaser’s name on Exhibit A to this Agreement by wire transfer of immediately available funds to the Company, the CompanyCompany shall, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the such Purchaser’s name to the such 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 Decarbonization Plus Acquisition Sponsor IV LLC, a Cayman Islands limited liability company (the “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 additional [●] Private Placement Warrants 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”). The Purchaser Sponsor shall pay the Over-allotment Purchase Price by wire transfer of immediately available funds to the 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, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the PurchaserSponsor’s name to the PurchaserSponsor, or effect such delivery in book-entry form.

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 6,000,000 8,000,000 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $6,000,000 12,000,000 (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. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and each 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 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”). The Purchaser shall pay the Over-allotment Purchase Price by wire transfer of immediately available funds to the 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, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 6,000,000 8,250,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $6,000,000 8,250,000 (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. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and each 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 additional Private Placement 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”). The Purchaser shall pay the Over-allotment Purchase Price by wire transfer of immediately available funds to the 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, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 6,000,000 4,666,667 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $6,000,000 7,000,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to the Initial IPO Closing Date in accordance with the Company’s wiring instructionsDate. On the Initial IPO Closing Date, upon the payment by the Purchaser of the Purchase Price, the CompanyCompany shall either, at its option, shall deliver a certificate certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) . On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, ,” and each 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 500,000 Private Placement Warrants 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”). The Purchaser , which shall pay the Over-allotment Purchase Price be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to the such Over-Allotment allotment Closing Date in accordance with the Company’s wiring instructionsDate. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase PricePrice payable by it by wire transfer of immediately available funds to the Company, the Company shallshall either, at its option, deliver a certificate certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

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 6,000,000 6,425,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $6,000,000 6,425,000 (the “Purchase Price”), which . The Purchaser shall be paid pay the Purchase Price by wire transfer of immediately available funds to the Company at least one business day prior to trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the Initial Closing Date “Trust Account”), in each case in accordance with the Company’s wiring instructions, at least one (1) business day prior to the IPO Closing Date. On the Initial IPO Closing Date, upon subject to the payment by receipt of funds pursuant to the Purchaser of the Purchase Priceimmediately prior sentence, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option 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 additional 675,000 Private Placement Warrants (or, to the extent the option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to portion of the 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) 675,000 (the “Over-allotment Option Purchase Price”). The Purchaser shall pay the Over-allotment Option Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Company Trust Account, at least one (1) business day prior to the Over-Allotment Option Closing Date in accordance with the Company’s wiring instructionsDate. On the Over-allotment Option Closing Date, upon subject to the payment by receipt of funds pursuant to the Purchaser of the Over-allotment Purchase Priceimmediately prior sentence, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form.

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 6,000,000 4,054,167 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $6,000,000 6,081,250.50 (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. On the Initial Closing Date, upon the payment by the Purchaser Purchasers of the Purchase Price, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser Purchasers on such date duly registered in the Purchaser’s name Purchasers’ names to the PurchaserPurchasers, or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser Purchasers and the Company (each such date, an “Over-allotment Closing Date”, and each 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 600,000 347,500 additional Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to $600,000 521,250 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser Purchasers shall pay the Over-allotment Purchase Price by wire transfer of immediately available funds to the 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 Purchasers of the Over-allotment Purchase Price, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser Purchasers on such date duly registered in the Purchaser’s name 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 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 6,000,000 6,050,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $6,000,000 6,050,000 (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. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and each 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 600,000 550,000 additional Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of up to $600,000 550,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company 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, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 6,000,000 8,950,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $6,000,000 8,950,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to the Initial Closing Date date of effectiveness of the registration statement to be filed in accordance connection with the Company’s wiring instructionsPublic Offering. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, shall either, at its option, shall deliver a certificate certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) . On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, ,” and each 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 1,050,000 Private Placement Warrants 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 1,050,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser , which shall pay the Over-allotment Purchase Price be paid by wire transfer of immediately available funds to the Company 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 PricePrice payable by them by wire transfer of immediately available funds to the Company, the Company shallshall either, at its option, deliver a certificate certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

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 6,000,000 1,250,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $6,000,000 1,250,000 (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. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and each 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 additional Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of up to $600,000 250,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company 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, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 6,000,000 1,859,505 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of approximately $6,000,000 2,250,001 (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. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and each 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 600,000 278,925 additional Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of up to approximately $600,000 337,499 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company 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, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 6,000,000 4,716,667 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $6,000,000 7,075,000.50 (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. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and each 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 600,000 450,000 additional Private Placement Warrants at a price of $1.00 1.50 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”). The Purchaser shall pay the Over-allotment Purchase Price by wire transfer of immediately available funds to the 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, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 6,000,000 5,000,000 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $6,000,000 7,500,000 (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. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and each 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 additional Private Placement Warrants at a price of $1.00 1.50 per warrant in the same proportion as the amount of the over-allotment option is then so exercised 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”). The Purchaser shall pay the Over-allotment Purchase Price by wire transfer of immediately available funds to the 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, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 6,000,000 4,000,000 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $6,000,000 (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; provided, however, that the Purchase Price shall be reimbursed to the Purchaser if the Initial Closing Date does not occur on the day following such wire payment. On the Initial Closing Date, upon following the payment by the Purchaser of the Purchase PricePrice by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) On the date of the consummation of the 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 additional up to 400,000 Private Placement Warrants 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 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company at least one day prior to such Over-allotment Closing Date in accordance with the Company’s wiring instructions; provided, however, that the Over-allotment Purchase Price shall be reimbursed to the Purchaser if such Over-allotment Closing Date does not occur on the day following such wire payment. The On the Over-allotment Closing Date, following the payment by the Purchaser shall pay of the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company 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, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of Simultaneously with the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by 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 6,000,000 5,235,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $6,000,000 5,235,000 (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 Company trust account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company, acting as trustee (“Continental”), at least one (1) business day prior to the Initial Closing Date in accordance with date of effectiveness (the Company’s wiring instructions“Effective Date”) of the registration statement relating to the Public Offering (the “Registration Statement”). On the Initial Closing Date, upon the payment by the Purchaser Purchasers of the Purchase Price, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form. (ii) On the date of 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 Purchasers, severally and sell to the Purchasernot jointly, and the Purchaser shall purchase from the Company, up to an aggregate of 600,000 additional 525,000 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 with the Public Offering is exercised in full) (the “Over-allotment Purchase PriceAdditional Warrants”). The Purchaser shall pay , in the Over-allotment Purchase Price by wire transfer same proportion as the amount of immediately available funds to the Company option that is so exercised, and simultaneously with such purchase of Additional Warrants, as payment in full for the Additional Warrants being purchased hereunder, and at least one (1) business day prior to the Over-Allotment Closing Date in accordance with Date, Purchasers shall pay $1.00 per Additional Warrant, up to an aggregate amount of $525,000 (the “Over-Allotment Purchase Price”), by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the Trust Account. 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, the Company shallCompany, at its option, shall deliver a certificate evidencing the Private Placement Additional Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form.

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 6,000,000 Company 3,850,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $6,000,000 3,850,000 (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. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, shall either, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) . On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering Offering, and concurrently with the consummation thereof, or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and each 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 additional 330,000 Private Placement Warrants 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 $600,000 330,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser , which shall pay the Over-allotment Purchase Price be paid by wire transfer of immediately available funds to the Company 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 PricePrice payable by it by wire transfer of immediately available funds to the Company, the Company shallshall either, at its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 6,000,000 17,000,000 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $6,000,000 25,500,000 (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. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and each 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 3,000,000 additional Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to $600,000 4,500,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company 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, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 6,000,000 6,600,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $6,000,000 6,600,000 (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. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and each 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 Private Placement Warrants at a price of $1.00 per warrant in the same proportion as the amount of the over-allotment option is then so exercised 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”). The Purchaser shall pay the Over-allotment Purchase Price by wire transfer of immediately available funds to the 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, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 6,000,000 1,200,000 Private Placement Warrants at a price of $1.00 0.90 per warrant for an aggregate purchase price of $6,000,000 1,080,000 (the “Purchase Price”), which . The Purchaser shall be paid pay the Purchase Price by wire transfer of immediately available funds to the Company at least one business day prior to trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the Initial Closing Date “Trust Account”), in accordance with the Company’s wiring instructions, at least one (1) business day prior to the IPO Closing Date. On the Initial IPO Closing Date, upon subject to the payment by receipt of funds pursuant to the Purchaser of the Purchase Priceimmediately prior sentence, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option 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 additional 180,000 Private Placement Warrants (or, to the extent the option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to portion of the option that is exercised) at a price of $1.00 0.90 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) 162,000 (the “Over-allotment Option Purchase Price”). The Purchaser shall pay the Over-allotment Option Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Company Trust Account, at least one (1) business day prior to the Over-Allotment Option Closing Date in accordance with the Company’s wiring instructionsDate. On the Over-allotment Option Closing Date, upon subject to the payment by receipt of funds pursuant to the Purchaser of the Over-allotment Purchase Priceimmediately prior sentence, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form.

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 6,000,000 5,733,333 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to $6,000,000 8,600,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to the Initial Closing Date date of effectiveness of the registration statement on Form S-1 (File No. 333-253569) filed in accordance connection with the Company’s wiring instructionsPublic Offering. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, shall either, at its option, shall deliver a certificate certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) . On the date of the consummation of the closing of the over-allotment underwriters’ 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 Underwriters’ Option Closing Date”, ,” and each Over-allotment Underwriters’ Option 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 Private Placement Warrants Warrants, in the same proportion as the amount of the underwriters’ option to purchase additional units that is 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 underwriters’ option to purchase additional units in connection with the Public Offering is exercised in full) (the “Over-allotment Underwriters’ Option Purchase Price”). The Purchaser , which shall pay the Over-allotment Purchase Price be paid by wire transfer of immediately available funds to the 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 Underwriters’ Option Closing Date, upon the payment by the Purchaser of the Over-allotment Underwriters’ Option Purchase PricePrice payable by them by wire transfer of immediately available funds to the Company, the Company shallshall either, at its option, deliver a certificate certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

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 6,000,000 5,333,333 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $6,000,000 8,000,000 (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. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and each 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 additional Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to $600,000 1,000,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price by wire transfer of immediately available funds to the 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, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 6,000,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $6,000,000 (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. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Overallotment 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 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 with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company 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, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial IPO Closing Date”), the Company shall issue and sell to the PurchaserPurchasers, and the Purchaser Purchasers shall purchase from the Company, an aggregate of 6,000,000 13,500,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $6,000,000 13,500,000 (the “Purchase Price”), which ) in the amount set forth opposite such Purchaser’s name in Schedule I hereto. Each Purchaser shall be paid pay its portion of the Purchase Price as set forth opposite such Purchaser’s name in Schedule I 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, at least one (1) business day prior to the IPO Closing Date. On the Initial IPO Closing Date, upon subject to the payment by receipt of funds pursuant to the Purchaser of the Purchase Priceimmediately prior sentence, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the each 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 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 Purchasers 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 PurchaserPurchasers, and the Purchaser Purchasers shall purchase from the Company, up to an aggregate of 600,000 additional up to 1,725,000 Private Placement Warrants (or, to the extent the option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to portion of the option that is exercised) (such Private Placement Warrants, “Option 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) 1,725,000 (the “Over-allotment Option Purchase Price”). The number of Option Warrants to be purchased by each Purchaser shall be based upon the same percentage of the total number of the Option Warrants to be purchased by the Purchasers as such Purchaser is purchasing of the Private Placement Warrants. Each Purchaser shall pay its portion of the Over-allotment Option Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Company at least one (1) business day prior to the Over-Allotment Option Closing Date in accordance with the Company’s wiring instructionsDate. On the Over-allotment Option Closing Date, upon subject to the payment by receipt of funds pursuant to the Purchaser of the Over-allotment Purchase Priceimmediately prior sentence, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the each 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 IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 6,000,000 10,750,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $6,000,000 10,750,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to the Initial IPO Closing Date in accordance with the Company’s wiring instructionsDate. On the Initial IPO Closing Date, upon the payment by the Purchaser of the Purchase Price, the CompanyCompany shall either, at its option, shall deliver a certificate certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) . On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, ,” and each 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 1,873,125 Private Placement Warrants 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 1,873,125 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser , which shall pay the Over-allotment Purchase Price be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to the such Over-Allotment allotment Closing Date in accordance with the Company’s wiring instructionsDate. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase PricePrice payable by it by wire transfer of immediately available funds to the Company, the Company shallshall either, at its option, deliver a certificate certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

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 6,000,000 Company 10,500,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $6,000,000 10,500,000 (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. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, shall either, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) . On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering Offering, and concurrently with the consummation thereof, or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and each 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 additional 1,200,000 Private Placement Warrants 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”). The Purchaser , which shall pay the Over-allotment Purchase Price be paid by wire transfer of immediately available funds to the 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 PricePrice payable by it, the Company shallshall either, at its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 6,000,000 5,333,334 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $6,000,000 8,000,000 (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. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and each 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 Private Placement 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”). The Purchaser shall pay the Over-allotment Purchase Price by wire transfer of immediately available funds to the 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, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (ia) 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 6,000,000 5,750,000 Private Placement Warrants at a price of $1.00 per warrant Warrant for an aggregate purchase price of $6,000,000 5,750,000 (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. On the Initial IPO Closing Date, upon subject to the payment by the Purchaser receipt of the Purchase Pricefunds pursuant to Section 1.B.d) below, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form. (iib) On the date of the consummation closing (the “Option Closing”) 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 additional Private Placement Warrants (or, to the extent the option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the 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 Option Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price by wire transfer of immediately available funds to the 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 Option Closing Date, upon subject to the payment by the Purchaser receipt of the Over-allotment Purchase Pricefunds pursuant to Section 1.B.e) below, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form. c) At least twenty-four (24) hours prior to the effective date of the Registration Statement, the undersigned will cause the Purchase Price and the maximum amount of the Option Purchase Price (i.e., $600,000) to be delivered to Continental Stock Transfer and Trust Company (“CST”), escrow agent for the Company, by wire transfer as set forth in the instructions to be provided to it by the Company to hold in a non-interest bearing account (the “Escrow Account”) until the Company consummates the Public Offering. d) Simultaneously with the consummation of the Public Offering, the Purchaser shall cause CST to deposit on behalf of the Purchaser the Purchase Price, without interest or deduction, by wire transfer of immediately available funds from the Escrow Account as follows: (i) $1,750,000 to the Company at a financial institution to be chosen by the Company, and (ii) $4,000,000 to the trust account maintained by CST, acting as trustee (the “Trust Account”), in each case in accordance with the Company’s wiring instructions. If the Company does not complete the Public Offering within ten (10) days from the date of this Agreement, the Purchase Price (without interest or deduction) in the Escrow Account will be returned to the Purchaser. e) Simultaneously with the Option Closing, the Purchaser shall cause CST to deposit on behalf of the Purchaser the Option Purchase Price, without interest or deduction, by wire transfer of immediately available funds from the Escrow Account to the Trust Account, in accordance with the Company’s wiring instructions. If the Option Closing does not occur, or if the Option Closing occurs but the Option Purchase Price is less than $600,000, the balance of the Option Purchase Price in the Escrow Account will promptly be returned to the Purchaser. f) Each of the Company and the Purchaser acknowledges and agrees that CST is serving hereunder solely as a convenience to the parties to facilitate the purchase of the Private Placement Warrants, and CST’s sole obligation with respect to this Agreement is to hold and disburse the Purchase Price and the Option Purchase Price for the Private Placement Warrants, as described above. CST shall not be liable to the Company, the Underwriters or the Purchaser or any other person or entity in respect of any act or failure to act hereunder or otherwise in connection with performing its services hereunder unless CST has acted in a manner constituting gross negligence or willful misconduct. The Company shall indemnify CST against any claim made against it (including reasonable attorney’s fees) by reason of it acting or failing to act in connection with this Agreement except as a result of its gross negligence or willful misconduct. CST may rely and shall be protected in acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party or parties.

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 6,000,000 3,030,000 Private Placement Warrants at a price of $1.00 2.00 per warrant for an aggregate purchase price of $6,000,000 6,060,000 (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. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and each 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 600,000 225,000 additional Private Placement Warrants at a price of $1.00 2.00 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”). The Purchaser shall pay the Over-allotment Purchase Price by wire transfer of immediately available funds to the 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, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date 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 Company 6,000,000 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of approximately $6,000,000 9,000,000 (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. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase PricePrice payable by it by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) . On the date 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 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 additional 650,000 Private Placement Warrants 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”). The Purchaser , which shall pay the Over-allotment Purchase Price be paid by wire transfer of immediately available funds to the 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 PricePrice payable by it by wire transfer of immediately available funds to the Company, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased 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 6,000,000 4,166,667 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to $6,000,000 6,250,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to the Initial Closing Date date of effectiveness of the registration statement on Form S-1 (File No. 333-[●]) filed in accordance connection with the Company’s wiring instructionsPublic Offering. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, shall either, at its option, shall deliver a certificate certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) . On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, ,” and each 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 additional Private Placement Warrants 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”). The Purchaser , which shall pay the Over-allotment Purchase Price be paid by wire transfer of immediately available funds to the 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 PricePrice payable by them by wire transfer of immediately available funds to the Company, the Company shallshall either, at its option, deliver a certificate certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

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 6,000,000 6,800,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $6,000,000 6,800,000 (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 Company in accordance with the Company’s wiring instructions at least one business day prior to the Initial Closing Date in accordance with the Company’s wiring instructionsDate. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, shall either, at its option, shall deliver a certificate certificates evidencing the Private Placement Warrants purchased by the Purchaser Purchasers on such date duly registered in the each Purchaser’s name to the each Purchaser, or effect such delivery in book-entry form. (ii) . On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser Purchasers and the Company (each such date, an “Over-allotment Closing Date”, ,” and each 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 additional 720,000 Private Placement Warrants 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 $600,000 720,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”) (in such amounts as described on Exhibit A hereto). The Purchaser , which shall pay the Over-allotment Purchase Price be paid by wire transfer of immediately available funds to the Company 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 Purchasers of the Over-allotment Purchase PricePrice payable by them by wire transfer of immediately available funds to the Company, the Company shallshall either, at its option, deliver a certificate certificates evidencing the Private Placement Warrants purchased by the Purchaser Purchasers on such date duly registered in the each Purchaser’s name to the each Purchaser, or effect such delivery in book-entry form.

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 6,000,000 3,750,000 Private Placement Warrants at a price of $1.00 2.00 per warrant for an aggregate purchase price of $6,000,000 7,500,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to the Initial Closing Date date of effectiveness of the registration statement on Form S-1 (File No. 333-249524) filed in accordance connection with the Company’s wiring instructionsPublic Offering. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, shall either, at its option, shall deliver a certificate certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) . On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, ,” and each 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 412,500 Private Placement Warrants Warrants, in the same proportion as the amount of the over-allotment option that is exercised, at a price of $1.00 2.00 per warrant for an aggregate purchase price of up to $600,000 825,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser , which shall pay the Over-allotment Purchase Price be paid by wire transfer of immediately available funds to the Company 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 PricePrice payable by them by wire transfer of immediately available funds to the Company, the Company shallshall either, at its option, deliver a certificate certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

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 6,000,000 5,500,000 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $6,000,000 8,250,000 (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. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and each 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 additional Private Placement 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”). The Purchaser shall pay the Over-allotment Purchase Price by wire transfer of immediately available funds to the 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, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 6,000,000 4,666,667 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $6,000,000 7,000,000 (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 effective date of the Company in accordance with the Company’s wiring instructions. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and each 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 additional Private Placement 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”). The Purchaser shall pay the Over-allotment Purchase Price by wire transfer of immediately available funds to the 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, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date 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 6,000,000 8,400,000 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $6,000,000 12,600,000 (the “Purchase Price”), which . The Purchaser shall be paid pay the Purchase Price by wire transfer of immediately available funds to the Company at least one business day prior to the Initial Closing Date in accordance with the Company’s wiring instructions. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) On the date 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-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 9,360,000 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to $600,000 14,040,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company 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, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 6,000,000 5,733,333 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $6,000,000 8,600,000 (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. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and each 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 at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to $600,000 990,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company at least one business day prior to the Over-Allotment 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, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 6,000,000 6,666,667 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $6,000,000 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 at least one business day prior Company, to the Initial Closing Date 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 Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an 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 additional 800,000 Private Placement 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”). The Purchaser shall pay the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company at least one business day prior Company, to the Over-Allotment Closing Date 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 Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 6,000,000 166,667 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $6,000,000 250,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to the Initial Closing Date date of effectiveness of the registration statement on Form S-1 (File No. 333-[●]) (the “Registration Statement”) filed in accordance connection with the Company’s wiring instructionsPublic Offering. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, shall either, at its option, shall deliver a certificate certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) . On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, ,” and each 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 18,116 Private Placement Warrants 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 27,174 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser , which shall pay the Over-allotment Purchase Price be paid by wire transfer of immediately available funds to the Company 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 PricePrice payable by them by wire transfer of immediately available funds to the Company, the Company shallshall either, at its option, deliver a certificate certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

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 6,000,000 Company 300,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $6,000,000 300,000 (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. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, shall either, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) . On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering Offering, and concurrently with the consummation thereof, or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and each 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 additional 45,000 Private Placement Warrants 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 45,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser , which shall pay the Over-allotment Purchase Price be paid by wire transfer of immediately available funds to the Company 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 PricePrice payable by it, the Company shallshall either, at its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 6,000,000 6,466,667 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $6,000,000 9,700,000 (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. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and each 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 at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to $600,000 990,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company 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, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 6,000,000 875,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $6,000,000 875,000 (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 instructionsinstructions on or prior to the IPO Closing Date. On the Initial IPO Closing Date, upon the payment by the Purchaser of the Purchase Price, the CompanyCompany shall either, at its the Purchaser’s option, shall deliver a certificate certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) . On the date of the consummation of the closing of the over-allotment option if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, ,” and each 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 131,250 Private Placement Warrants 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 $600,000 131,250 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser , which shall pay the Over-allotment Purchase Price be paid by wire transfer of immediately available funds to the Company at least one business day prior to the Over-Allotment Closing Date in accordance with the Company’s wiring instructionsinstructions on or prior to such Over-allotment Closing Date. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase PricePrice payable by it by wire transfer of immediately available funds to the Company, the Company shallshall either, at its the Purchaser’s option, deliver a certificate certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

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 6,000,000 9,200,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $6,000,000 9,200,000 (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. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and each 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 1,080,000 additional Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of up to $600,000 1,080,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company 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, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 6,000,000 5,333,333 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $6,000,000 8,000,000 (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. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and each 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 additional Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to $600,000 500,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company 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, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 6,000,000 166,667 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $6,000,000 250,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to the Initial Closing Date date of effectiveness of the registration statement on Form S-1 (File No. 333-252000) (the “Registration Statement”) filed in accordance connection with the Company’s wiring instructionsPublic Offering. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, shall either, at its option, shall deliver a certificate certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) . On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, ,” and each 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 18,116 Private Placement Warrants 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 27,174 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser , which shall pay the Over-allotment Purchase Price be paid by wire transfer of immediately available funds to the Company 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 PricePrice payable by them by wire transfer of immediately available funds to the Company, the Company shallshall either, at its option, deliver a certificate certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

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 6,000,000 2,991,579 Private Placement Warrants at a price of approximately $1.00 0.96 per warrant for an aggregate purchase price of $6,000,000 2,871,915.84 (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. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and each 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 600,000 197,247 additional Private Placement Warrants at a price of approximately $1.00 0.96 per warrant for an aggregate purchase price of up to $600,000 189,357.12 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company 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, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date 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 6,000,000 Company [●] Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $6,000,000 [●] (the “Purchase Price”), which shall be paid by the Purchaser by wire transfer of immediately available funds to an account designated by the Company at least one business day prior to the Initial Closing Date in accordance with the Company’s wiring instructions. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the CompanyCompany shall, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) . On the date 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 additional [●] Private Placement Warrants 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”). The , which shall be paid by the Purchaser shall pay the Over-allotment Purchase Price by wire transfer of immediately available funds to the account designated by the Company at least one business day prior to the Over-Allotment Closing Date in accordance with the Company’s wiring instructions. On the each Over-allotment Closing Date, upon the payment by the Purchaser of the applicable Over-allotment Purchase Price, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 6,000,000 4,666,667 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $6,000,000 7,000,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to the Initial Closing Date date of effectiveness of the registration statement on Form S-1 (File No. 333-254028) filed in accordance connection with the Company’s wiring instructionsPublic Offering. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, shall either, at its option, shall deliver a certificate certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) . On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, ,” and each 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 500,000 Private Placement Warrants 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”). The Purchaser , which shall pay the Over-allotment Purchase Price be paid by wire transfer of immediately available funds to the 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 PricePrice payable by them by wire transfer of immediately available funds to the Company, the Company shallshall either, at its option, deliver a certificate certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

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 IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 6,000,000 Company 2,100,667 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $6,000,000 3,151,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to the Initial IPO Closing Date in accordance with the Company’s wiring instructionsDate. On the Initial IPO Closing Date, upon the payment by the Purchaser of the Purchase Price, the CompanyCompany shall either, at its option, shall deliver a certificate certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) . On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, ,” and each 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 110,000 Private Placement Warrants 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 $600,000 150,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser , which shall pay the Over-allotment Purchase Price be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to the such Over-Allotment allotment Closing Date in accordance with the Company’s wiring instructionsDate. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase PricePrice payable by it by wire transfer of immediately available funds to the Company, the Company shallshall either, at its option, deliver a certificate certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.