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

Purchase and Sale of the Private Placement Warrants. (i) Simultaneously with the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of [•] Private Placement Warrants at a price of $1.50 per warrant for an aggregate purchase price of $[•] (the “Purchase Price”). Purchaser shall pay the Purchase Price by wire transfer of immediately available funds to the trust account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company, acting as trustee (“Continental”), at least one (1) business day prior to the date of effectiveness (the “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 of the Purchase Price, the Company shall either, at its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) In the event that the underwriters’ over-allotment option is exercised in full or in part, the Purchaser shall purchase up to an additional [•] Private Placement Warrants (the “Additional Private Placement Warrants”), in the same proportion as the amount of the over-allotment option that is so exercised, and simultaneously with such purchase of Additional Private Placement Warrants, as payment in full for the Additional Private Placement Warrants being purchased hereunder, and at least one (1) business day prior to the closing of such portion of the underwriters’ over-allotment option, Purchaser shall pay $1.50 per Additional Private Placement Warrant, up to an aggregate amount of $[•], 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 closing of the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the underwriters’ over-allotment option (such closing date, together with the Initial Closing Date, the “Closing Dates” and each, a “Closing Date”). The closing of the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place at the offices of Xxxx Xxxxxxxx LLP, counsel for the Company, or such other place as may be agreed upon by the parties hereto.

Purchase and Sale of the Private Placement Warrants. (i) Simultaneously with the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of [•] 4,250,000 Private Placement Warrants at a price of $1.50 1.00 per warrant for an aggregate purchase price of $[•] 4,250,000 (the “Purchase Price”). Purchaser shall pay the Purchase Price by wire transfer of immediately available funds to the trust account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company, acting as trustee (“Continental”), at least one (1) business day prior to the date of effectiveness (the “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 of the Purchase Price, the Company shall eitherCompany, 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) In the event that the underwriters’ over-allotment option is exercised in full or in part, the Purchaser shall purchase up to an additional [•] 375,000 Private Placement Warrants (the “Additional Private Placement Warrants”), in the same proportion as the amount of the over-allotment option that is so exercised, and simultaneously with such purchase of Additional Private Placement Warrants, as payment in full for the Additional Private Placement Warrants being purchased hereunder, and at least one (1) business day prior to the closing of such portion of the underwriters’ over-allotment option, Purchaser shall pay $1.50 1.00 per Additional Private Placement Warrant, up to an aggregate amount of $[•]375,000, 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 closing of the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the underwriters’ over-allotment option (such closing date, together with the Initial Closing Date, the “Closing Dates” and each, a “Closing Date”). The closing of the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place at the offices of Xxxx Ellenoff Xxxxxxxx & Schole LLP, counsel for the Company, or such other place as may be agreed upon by the parties hereto.

Purchase and Sale of the Private Placement Warrants. (i) Simultaneously with the consummation initial closing of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of [•] 6,500,000 Private Placement Warrants at a price of $1.50 1.00 per warrant (the “Purchase Price”) for an aggregate purchase price of $[•] (the “Purchase Price”). Purchaser 6,500,000, which shall pay the Purchase Price be paid by wire transfer of immediately available funds to in accordance with the 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 date of effectiveness (the “Effective Date”) of the registration statement relating to the Public Offering (the “Registration Statement”)’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, deliver to Purchaser 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) In the event that the underwriters’ over-allotment option is exercised in full or in part, the Purchaser shall purchase up to an Simultaneously with any additional [•] Private Placement Warrants (the “Additional Private Placement Warrants”), in the same proportion as the amount of the over-allotment option that is so exercised, and simultaneously with such purchase of Additional Private Placement Warrants, as payment in full for the Additional Private Placement Warrants being purchased hereunder, and at least one (1) business day prior to the closing of such portion of the underwriters’ over-allotment option, Purchaser shall pay $1.50 per Additional Private Placement Warrant, up to an aggregate amount of $[•], 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 closing of the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place simultaneously Public Offering in connection with the closing exercise by the underwriters in the Public Offering of all or any portion of the underwriters’ over-allotment their option to purchase additional units (such closing date, an “Option Closing Date,” together with the Initial Closing Date, the “Closing Dates” and each, each a “Closing Date”). The closing of , the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase and sale of from the Additional Company, additional Private Placement Warrants, if applicable, shall take place at the offices Purchase Price, in such amount as is necessary to maintain funds held in the Trust Account (as defined below) at $10.20 per unit, up to an aggregate of Xxxx Xxxxxxxx LLP750,000 additional Private Placement Warrants. On any Option Closing Date, counsel for upon the Company, or such other place as may be agreed upon payment by the parties heretoPurchaser of the Purchase Price, the Company shall deliver to Purchaser a certificate evidencing such additional Private Placement Warrants duly registered in the Purchaser’s name or effect such delivery in book-entry form. For the avoidance of doubt, an Option Closing Date may occur on the same date as the Initial Closing Date.

Purchase and Sale of the Private Placement Warrants. (i) Simultaneously with On the date of the consummation of the Public Offering (the “IPO Closing Date”), the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, an aggregate of 13,500,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $13,500,000 (the “Purchase Price”) in the amount set forth opposite such Purchaser’s name in Schedule I hereto. Each Purchaser shall 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 in accordance with the Company’s wiring instructions, at least one (1) business day prior to the IPO Closing Date. On the IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in each Purchaser’s name to such Purchaser or effect such delivery in book-entry form. (ii) On the date of the closing of the 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 (the “Initial Option Closing Date”, and each Option Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the PurchaserPurchasers, and the Purchaser Purchasers shall purchase from the Company, an aggregate of [•] up to 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 $1.50 1.00 per warrant for an aggregate purchase price of up to $[•] 1,725,000 (the “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 Option Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the trust account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company, acting as trustee (“Continental”), at least one (1) business day prior to the date of effectiveness (the “Effective Option Closing Date”) of the registration statement relating to the Public Offering (the “Registration Statement”). On the Initial Option Closing Date, upon subject to the payment by receipt of funds pursuant to the Purchaser of the Purchase Priceimmediately prior sentence, the Company shall eithershall, 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. (ii) In the event that the underwriters’ over-allotment option is exercised in full or in part, the Purchaser shall purchase up to an additional [•] Private Placement Warrants (the “Additional Private Placement Warrants”), in the same proportion as the amount of the over-allotment option that is so exercised, and simultaneously with such purchase of Additional Private Placement Warrants, as payment in full for the Additional Private Placement Warrants being purchased hereunder, and at least one (1) business day prior to the closing of such portion of the underwriters’ over-allotment option, Purchaser shall pay $1.50 per Additional Private Placement Warrant, up to an aggregate amount of $[•], 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 closing of the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the underwriters’ over-allotment option (such closing date, together with the Initial Closing Date, the “Closing Dates” and each, a “Closing Date”). The closing of the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place at the offices of Xxxx Xxxxxxxx LLP, counsel for the Company, or such other place as may be agreed upon by the parties hereto.

Purchase and Sale of the Private Placement Warrants. (i) Simultaneously with the consummation initial closing of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of [•] 7,000,000 Private Placement Warrants at a price of $1.50 1.00 per warrant (the “Purchase Price”) for an aggregate purchase price of $[•] (the “Purchase Price”). Purchaser 7,000,000, which shall pay the Purchase Price be paid by wire transfer of immediately available funds to in accordance with the 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 date of effectiveness (the “Effective Date”) of the registration statement relating to the Public Offering (the “Registration Statement”)’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, deliver to Purchaser 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) In the event that the underwriters’ over-allotment option is exercised in full or in part, the Purchaser shall purchase up to an Simultaneously with any additional [•] Private Placement Warrants (the “Additional Private Placement Warrants”), in the same proportion as the amount of the over-allotment option that is so exercised, and simultaneously with such purchase of Additional Private Placement Warrants, as payment in full for the Additional Private Placement Warrants being purchased hereunder, and at least one (1) business day prior to the closing of such portion of the underwriters’ over-allotment option, Purchaser shall pay $1.50 per Additional Private Placement Warrant, up to an aggregate amount of $[•], 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 closing of the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place simultaneously Public Offering in connection with the closing exercise by the underwriters in the Public Offering of all or any portion of the underwriters’ over-allotment their option to purchase additional units (such closing date, an “Option Closing Date,” together with the Initial Closing Date, the “Closing Dates” and each, each a “Closing Date”). The closing of , the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase and sale of from the Additional Company, additional Private Placement Warrants, if applicable, shall take place at the offices Purchase Price, in such amount as is necessary to maintain funds held in the Trust Account (as defined below) at $10.00 per unit, up to an aggregate of Xxxx Xxxxxxxx LLP750,000 additional Private Placement Warrants. On any Option Closing Date, counsel for upon the Company, or such other place as may be agreed upon payment by the parties heretoPurchaser of the Purchase Price, the Company shall deliver to Purchaser a certificate evidencing such additional Private Placement Warrants duly registered in the Purchaser’s name or effect such delivery in book-entry form. For the avoidance of doubt, an Option Closing Date may occur on the same date as the Initial Closing Date.

Purchase and Sale of the Private Placement Warrants. (i) Simultaneously with 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 9,500,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $9,500,000 (the “Purchase Price”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds in the following amounts: (i) $2,000,000 to the Company, at a financial institution to be chosen by the Company, and (ii) $7,500,000 to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each case in accordance with the Company’s wiring instructions at least one (1) business day prior to the IPO Closing Date. On the IPO Closing Date, subject to the receipt of funds pursuant to the immediately 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 or effect such delivery in book-entry form. (ii) On the date of any 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 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, an aggregate of [•] up to 1,125,000 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 $1.50 1.00 per warrant for an aggregate purchase price of up to $[•] 1,125,000 (the “Option Purchase Price”). The Purchaser shall pay the Option Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the trust account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company, acting as trustee (“Continental”), at least one at (1) business day prior to the date of effectiveness (the “Effective such Over-allotment Closing Date”) of the registration statement relating to the Public Offering (the “Registration Statement”). On the Initial Over-allotment Closing Date, upon subject to the payment by receipt of funds pursuant to the Purchaser of the Purchase Priceimmediately prior sentence, the Company shall eithershall, 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. (ii) In the event that the underwriters’ over-allotment option is exercised in full or in part, the Purchaser shall purchase up to an additional [•] Private Placement Warrants (the “Additional Private Placement Warrants”), in the same proportion as the amount of the over-allotment option that is so exercised, and simultaneously with such purchase of Additional Private Placement Warrants, as payment in full for the Additional Private Placement Warrants being purchased hereunder, and at least one (1) business day prior to the closing of such portion of the underwriters’ over-allotment option, Purchaser shall pay $1.50 per Additional Private Placement Warrant, up to an aggregate amount of $[•], 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 closing of the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the underwriters’ over-allotment option (such closing date, together with the Initial Closing Date, the “Closing Dates” and each, a “Closing Date”). The closing of the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place at the offices of Xxxx Xxxxxxxx LLP, counsel for the Company, or such other place as may be agreed upon by the parties hereto.

Purchase and Sale of the Private Placement Warrants. (i) Simultaneously with the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of [•] 7,000,000 Private Placement Warrants at a price of $1.50 1.00 per warrant for an aggregate purchase price of $[•] 7,000,000 (the “Purchase Price”). Purchaser shall pay the Purchase Price by wire transfer of immediately available funds to the trust account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company, acting as trustee (“”Continental”), at least one (1) business day prior to the date of effectiveness (the “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 of the Purchase Price, the Company shall eitherCompany, 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) In the event that the underwriters’ over-allotment option is exercised in full or in part, the Purchaser shall purchase up to an additional [•] 450,000 Private Placement Warrants (the “Additional Private Placement Warrants”), in the same proportion as the amount of the over-allotment option that is so exercised, and simultaneously with such purchase of Additional Private Placement Warrants, as payment in full for the Additional Private Placement Warrants being purchased hereunder, and at least one (1) business day prior to the closing of such portion of the underwriters’ over-allotment option, Purchaser shall pay $1.50 1.00 per Additional Private Placement Warrant, up to an aggregate amount of $[•]450,000, 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 closing of the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the underwriters’ over-allotment option (such closing date, together with the Initial Closing Date, the “Closing Dates” and each, a “Closing Date”). The closing of the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place at the offices of Xxxx Xxxxxxxx Ellenoff Gxxxxxxx & Schole LLP, counsel for the Company, or such other place as may be agreed upon by the parties hereto.

Purchase and Sale of the Private Placement Warrants. (i) Simultaneously with As payment in full for 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 [•] 1,100,000 Private Placement Warrants at a price of being purchased under this Agreement, Purchaser shall pay $1.50 per warrant for an aggregate purchase price of $[•] 1,100,000 (the “Purchase Price”). Purchaser shall pay the Purchase Price by wire transfer of immediately available funds to the trust account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company, acting as trustee (“Continental”), at least one (1) business day prior to the date of effectiveness (the “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 of the Purchase Price, the Company shall either, at its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) In the event that the underwriters’ over-allotment option is exercised in full or in part, the Purchaser shall purchase up to an additional [•] Private Placement Warrants (the “Additional Private Placement Warrants”), in the same proportion as the amount of the over-allotment option that is so exercised, and simultaneously with such purchase of Additional Private Placement Warrants, as payment in full for the Additional Private Placement Warrants being purchased hereunder, and at least one (1) business day prior to the closing of such portion of the underwriters’ over-allotment option, Purchaser shall pay $1.50 per Additional Private Placement Warrant, up to an aggregate amount of $[•], by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the trust account (the “Trust Account”) at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, at least one (1) business day prior to the date of effectiveness of the Registration Statement. (ii) The closing of the purchase and sale of the Private Placement Warrants shall take place simultaneously with the closing of the Public Offering (the “Initial Closing Date”). The closing of the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the underwriters’ over-allotment option (such closing date, together with the Initial Closing Date, the “Closing Dates” and each, a “Closing Date”). The closing of the purchase and sale of each of the Private Placement Warrants and the Additional Private Placement Warrants, if applicable, Warrants shall take place at the offices of Xxxx Xxxxxxxx Xxxxxx Xxxxxx LLP, counsel for the Company000 X Xxxxxx XX, Xxxxx 000, Xxxxxxxxxx, XX, 00000, or such other place as may be agreed upon by the parties hereto.

Purchase and Sale of the Private Placement Warrants. (i) Simultaneously with 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 [•] 3,083,333 Private Placement Warrants at a price of $1.50 per warrant Private Placement Warrant for an aggregate purchase price of $[•] 4,624,999.50 (the “Purchase Price”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the trust account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company, acting as trustee (“Continental”)trustee, at least one (1) business day prior to on the date of effectiveness (the “Effective Date”) of the registration statement relating to the Public Offering (the “Registration Statement”). On the Initial IPO Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company shall either, at its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) In the event that the underwriters’ over-allotment option is exercised in full or in part, the Purchaser shall purchase from the Company, up to an additional [•] 262,500 Private Placement Warrants (the “Additional Private Placement Warrants”), in the same proportion as the amount of the over-allotment option that is so exercised, and simultaneously with such purchase of Additional Private Placement Warrants, as payment in full for the Additional Private Placement Warrants being purchased hereunder, and at least one (1) business day prior to on the closing of such all or any portion of the underwriters’ over-allotment option, the Purchaser shall pay $1.50 per Additional Private Placement Warrant, Warrant up to an aggregate amount of $[•], 393,750 by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, Company to the Trust Account. (iii) The closing of the purchase and sale of the Private Placement Warrants shall take place simultaneously with the closing of the Public Offering (the “Initial Closing Date”). The closing of the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the underwriters’ over-allotment option (such closing date, together with the Initial Closing Date, the “Closing Dates” and each, a “Closing Date”). The closing of the purchase and sale of each of the Private Placement Warrants and the Additional Private Placement Warrants, if applicable, Warrants shall take place at the offices office of Xxxxxxx Xxxx Xxxxxxxx & Xxxxxxxxx LLP, counsel for the Company000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, or such other place as may be agreed upon by the parties hereto.

Purchase and Sale of the Private Placement Warrants. (i) Simultaneously with the consummation initial closing of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of [•] 6,750,000 Private Placement Warrants at a price of $1.50 1.00 per warrant (the “Purchase Price”) for an aggregate purchase price of $[•] (the “Purchase Price”). Purchaser 6,750,000, which shall pay the Purchase Price be paid by wire transfer of immediately available funds to in accordance with the 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 date of effectiveness (the “Effective Date”) of the registration statement relating to the Public Offering (the “Registration Statement”)’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, deliver to Purchaser 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) In the event that the underwriters’ over-allotment option is exercised in full or in part, the Purchaser shall purchase up to an Simultaneously with any additional [•] Private Placement Warrants (the “Additional Private Placement Warrants”), in the same proportion as the amount of the over-allotment option that is so exercised, and simultaneously with such purchase of Additional Private Placement Warrants, as payment in full for the Additional Private Placement Warrants being purchased hereunder, and at least one (1) business day prior to the closing of such portion of the underwriters’ over-allotment option, Purchaser shall pay $1.50 per Additional Private Placement Warrant, up to an aggregate amount of $[•], 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 closing of the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place simultaneously Public Offering in connection with the closing exercise by the underwriters in the Public Offering of all or any portion of the underwriters’ over-allotment their option to purchase additional units (such closing date, an “Option Closing Date,” together with the Initial Closing Date, the “Closing Dates” and each, each a “Closing Date”). The closing of , the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase and sale of from the Additional Company, additional Private Placement Warrants, if applicable, shall take place at the offices Purchase Price, in such amount as is necessary to maintain funds held in the Trust Account (as defined below) at $10.00 per unit, up to an aggregate of Xxxx Xxxxxxxx LLP750,000 additional Private Placement Warrants. On any Option Closing Date, counsel for upon the Company, or such other place as may be agreed upon payment by the parties heretoPurchaser of the Purchase Price, the Company shall deliver to Purchaser a certificate evidencing such additional Private Placement Warrants duly registered in the Purchaser’s name or effect such delivery in book-entry form. For the avoidance of doubt, an Option Closing Date may occur on the same date as the Initial Closing Date.

Purchase and Sale of the Private Placement Warrants. (i) 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 [•] 5,235,000 Private Placement Warrants at a price of $1.50 1.00 per warrant for an aggregate purchase price of $[•] 5,235,000 (the “Purchase Price”). 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 pay the Purchase Price by wire transfer of immediately available funds to the trust account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company, acting as trustee (“Continental”), at least one (1) business day prior to the date of effectiveness (the “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 shall eitherCompany, 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) In Simultaneously with the event that consummation of the underwriters’ closing of the over-allotment option is exercised in full connection with the Public Offering (the “Over-Allotment Option”) or in parton such earlier time and date as may be mutually agreed by each of the Purchasers and the Company (each such date, an “Over-Allotment Closing Date,” and each Over-Allotment Closing Date (if any) and the Purchaser Initial Closing Date being sometimes referred to herein as a “Closing Date”), Purchasers, severally and not jointly, shall purchase up to an additional [•] 525,000 Private Placement Warrants (the “Additional Private Placement Warrants”), in the same proportion as the amount of the over-allotment option that is so exercised, and simultaneously with such purchase of Additional Private Placement Warrants, as payment in full for the Additional Private Placement Warrants being purchased hereunder, and at least one (1) business day prior to the closing of such portion of the underwriters’ overOver-allotment optionAllotment Closing Date, Purchaser Purchasers shall pay $1.50 1.00 per Additional Private Placement 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 closing number of the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place simultaneously with Warrants to be purchased by each Purchaser on the closing of all or any portion of Over-Allotment Closing Date is set forth opposite such Purchaser’s name on such Purchaser’s signature page hereto. On the underwriters’ overOver-allotment option (such closing date, together with the Initial Allotment Closing Date, upon the “Closing Dates” and each, a “Closing Date”). The closing payment by the Purchasers of the purchase and sale of the Additional Private Placement WarrantsOver-Allotment Purchase Price, if applicable, shall take place at the offices of Xxxx Xxxxxxxx LLP, counsel for the Company, at its option, shall deliver a certificate evidencing the Additional Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such other place as may be agreed upon by the parties heretodelivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) Simultaneously with the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of [•] 6,875,000 Private Placement Warrants at a price of $1.50 1.00 per warrant for an aggregate purchase price of $[•] 6,875,000 (the “Purchase Price”). Purchaser shall pay the Purchase Price by wire transfer of immediately available funds to the trust account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company, acting as trustee (“Continental”), at least one (1) business day prior to the date of effectiveness (the “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 of the Purchase Price, the Company shall either, at its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) In the event that the underwriters’ over-allotment option is exercised in full or in part, the Purchaser shall purchase up to an additional [•] 656,250 Private Placement Warrants (the “Additional Private Placement Warrants”), in the same proportion as the amount of the over-allotment option that is so exercised, and simultaneously with such purchase of Additional Private Placement Warrants, as payment in full for the Additional Private Placement Warrants being purchased hereunder, and at least one (1) business day prior to the closing of such portion of the underwriters’ over-allotment option, Purchaser shall pay $1.50 1.00 per Additional Private Placement Warrant, up to an aggregate amount of $[•]656,250, by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the Trust Account. The closing of the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the underwriters’ over-allotment option (such closing date, together with the Initial Closing Date, the “Closing Dates” and each, a “Closing Date”). The closing of the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place at the offices of Xxxx Pxxx Xxxxxxxx LLP, counsel for the Company, or such other place as may be agreed upon by the parties hereto.

Purchase and Sale of the Private Placement Warrants. (i) Simultaneously with 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”)Offering, the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of [•] 5,333,333 Private Placement Warrants at a price of $1.50 per warrant for an aggregate purchase price of $[•] 8,000,000 (the “Purchase Price”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds to in accordance with the trust account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company, acting as trustee (“Continental”)’s wiring instructions, at least one (1) business day prior to the effective date of effectiveness (the “Effective Date”) of the registration statement relating to the Public Offering (the “Registration Statement”). On , or on such other date as the Initial Closing Date, upon the payment by Company and the Purchaser of the Purchase Price, the Company shall either, at its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry formmay agree. (ii) In the event that the underwriters’ over-allotment option to purchase additional units is exercised in full or in partfull, the Purchaser shall purchase up to an additional [•] 600,000 Private Placement Warrants (the “Additional Private Placement Warrants”), in the same proportion as the amount of the over-allotment option to purchase additional units that is so exercised, and simultaneously with such purchase of Additional Private Placement Warrants, as payment in full for the Additional Private Placement Warrants being purchased hereunder, and at least one (1) business day prior to the closing of such all or any portion of the underwriters’ over-allotment optionoption to purchase additional units, or on such other date as the Company and the Purchaser may agree, the Purchaser shall pay $1.50 per Additional Private Placement Warrant, up to an aggregate amount of $[•]8,900,000, by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to in accordance with the Company, to ’s wiring instructions. (iii) The closing of the Trust Accountpurchase and sale of the Private Placement Warrants shall take place simultaneously with the closing of the Public Offering (the “Initial Closing Date”). The closing of the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the underwriters’ over-allotment option to purchase additional units (such closing date, together with the Initial Closing Date, the “Closing Dates” and each, a “Closing Date”). The closing of the purchase and sale of each of the Private Placement Warrants and the Additional Private Placement Warrants, if applicable, Warrants shall take place at the offices of Xxxx Xxxxxxxx Pxxx, Weiss, Rifkind, Wxxxxxx & Gxxxxxxx LLP, counsel for the Company1000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, or such other place as may be agreed upon by the parties hereto.

Purchase and Sale of the Private Placement Warrants. (i) Simultaneously with the consummation initial closing of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of [•] 6,000,000 Private Placement Warrants at a price of $1.50 1.00 per warrant (the “Purchase Price”) for an aggregate purchase price of $[•] (the “Purchase Price”). Purchaser 6,000,000, which shall pay the Purchase Price be paid by wire transfer of immediately available funds to in accordance with the 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 date of effectiveness (the “Effective Date”) of the registration statement relating to the Public Offering (the “Registration Statement”)’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, deliver to Purchaser 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) In the event that the underwriters’ over-allotment option is exercised in full or in part, the Purchaser shall purchase up to an Simultaneously with any additional [•] Private Placement Warrants (the “Additional Private Placement Warrants”), in the same proportion as the amount of the over-allotment option that is so exercised, and simultaneously with such purchase of Additional Private Placement Warrants, as payment in full for the Additional Private Placement Warrants being purchased hereunder, and at least one (1) business day prior to the closing of such portion of the underwriters’ over-allotment option, Purchaser shall pay $1.50 per Additional Private Placement Warrant, up to an aggregate amount of $[•], 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 closing of the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place simultaneously Public Offering in connection with the closing exercise by the underwriters in the Public Offering of all or any portion of the underwriters’ over-allotment their option to purchase additional units (such closing date, an “Option Closing Date,” together with the Initial Closing Date, the “Closing Dates” and each, each a “Closing Date”). The closing of , the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase and sale of from the Additional Company, additional Private Placement Warrants, if applicable, shall take place at the offices Purchase Price, in such amount as is necessary to maintain funds held in the Trust Account (as defined below) at $10.00 per unit, up to an aggregate of Xxxx Xxxxxxxx LLP600,000 additional Private Placement Warrants. On any Option Closing Date, counsel for upon the Company, or such other place as may be agreed upon payment by the parties heretoPurchaser of the Purchase Price, the Company shall deliver to Purchaser a certificate evidencing such additional Private Placement Warrants duly registered in the Purchaser’s name or effect such delivery in book-entry form. For the avoidance of doubt, an Option Closing Date may occur on the same date as the Initial Closing Date.

Purchase and Sale of the Private Placement Warrants. (i) Simultaneously with the consummation initial closing of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of [•] 4,000,000 Private Placement Warrants at a price of $1.50 per warrant (the “Purchase Price”) for an aggregate purchase price of $[•] (the “Purchase Price”). Purchaser 6,000,000, which shall pay the Purchase Price be paid by wire transfer of immediately available funds to in accordance with the 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 date of effectiveness (the “Effective Date”) of the registration statement relating to the Public Offering (the “Registration Statement”)’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, deliver to Purchaser 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) In the event that the underwriters’ over-allotment option is exercised in full or in part, the Purchaser shall purchase up to an Simultaneously with any additional [•] Private Placement Warrants (the “Additional Private Placement Warrants”), in the same proportion as the amount of the over-allotment option that is so exercised, and simultaneously with such purchase of Additional Private Placement Warrants, as payment in full for the Additional Private Placement Warrants being purchased hereunder, and at least one (1) business day prior to the closing of such portion of the underwriters’ over-allotment option, Purchaser shall pay $1.50 per Additional Private Placement Warrant, up to an aggregate amount of $[•], 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 closing of the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place simultaneously Public Offering in connection with the closing exercise by the underwriters in the Public Offering of all or any portion of the underwriters’ over-allotment their option to purchase additional units (such closing date, an “Option Closing Date,” together with the Initial Closing Date, the “Closing Dates” and each, each a “Closing Date”). The closing of , the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase and sale of from the Additional Company, additional Private Placement Warrants, if applicable, shall take place at the offices Purchase Price, in such amount as is necessary to maintain funds held in the Trust Account (as defined below) at $10.00 per unit, up to an aggregate of Xxxx Xxxxxxxx LLP400,000 additional Private Placement Warrants. On any Option Closing Date, counsel for upon the Company, or such other place as may be agreed upon payment by the parties heretoPurchaser of the Purchase Price, the Company shall deliver to Purchaser a certificate evidencing such additional Private Placement Warrants duly registered in the Purchaser’s name or effect such delivery in book-entry form. For the avoidance of doubt, an Option Closing Date may occur on the same date as the Initial Closing Date.

Purchase and Sale of the Private Placement Warrants. (i) Simultaneously with the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of [•] 4,750,000 Private Placement Warrants at a price of $1.50 1.00 per warrant for an aggregate purchase price of $[•] 4,750,000 (the “Purchase Price”). Purchaser shall pay the Purchase Price by wire transfer of immediately available funds to the trust account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company, acting as trustee (“Continental”), at least one (1) business day prior to the date of effectiveness (the “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 of the Purchase Price, the Company shall eitherCompany, 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) In the event that the underwriters’ over-allotment option is exercised in full or in part, the Purchaser shall purchase up to an additional [•] 450,000 Private Placement Warrants (the “Additional Private Placement Warrants”), in the same proportion as the amount of the over-allotment option that is so exercised, and simultaneously with such purchase of Additional Private Placement Warrants, as payment in full for the Additional Private Placement Warrants being purchased hereunder, and at least one (1) business day prior to the closing of such portion of the underwriters’ over-allotment option, Purchaser shall pay $1.50 1.00 per Additional Private Placement Warrant, up to an aggregate amount of $[•]450,000, 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 closing of the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the underwriters’ over-allotment option (such closing date, together with the Initial Closing Date, the “Closing Dates” and each, a “Closing Date”). The closing of the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place at the offices of Xxxx Ellenoff Xxxxxxxx & Schole LLP, counsel for the Company, or such other place as may be agreed upon by the parties hereto.

Purchase and Sale of the Private Placement Warrants. (i) Simultaneously with the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of [•] 10,375,000 Private Placement Warrants at a price of $1.50 1.00 per warrant for an aggregate purchase price of $[•] 10,375,000 (the “Purchase Price”). Purchaser shall pay the Purchase Price by wire transfer of immediately available funds to the trust account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company, acting as trustee (“”Continental”), at least one (1) business day prior to the date of effectiveness (the “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 of the Purchase Price, the Company shall eitherCompany, 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) In the event that the underwriters’ over-allotment option is exercised in full or in part, the Purchaser shall purchase up to an additional [•] 1,320,000 Private Placement Warrants (the “Additional Private Placement Warrants”), in the same proportion as the amount of the over-allotment option that is so exercised, and simultaneously with such purchase of Additional Private Placement Warrants, as payment in full for the Additional Private Placement Warrants being purchased hereunder, and at least one (1) business day prior to the closing of such portion of the underwriters’ over-allotment option, Purchaser shall pay $1.50 1.00 per Additional Private Placement Warrant, up to an aggregate amount of $[•]1,320,000, 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 closing of the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the underwriters’ over-allotment option (such closing date, together with the Initial Closing Date, the “Closing Dates” and each, a “Closing Date”). The closing of the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place at the offices of Xxxx Xxxxxxxx Ellenoff Gxxxxxxx & Schole LLP, counsel for the Company, or such other place as may be agreed upon by the parties hereto.

Purchase and Sale of the Private Placement Warrants. (i) Simultaneously with the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “"Initial Closing Date”"), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of [•] 6,225,000 Private Placement Warrants at a price of $1.50 1.00 per warrant for an aggregate purchase price of $[•] 6,225,000 (the “"Purchase Price”"). Purchaser shall pay the Purchase Price by wire transfer of immediately available funds to the trust account (the “"Trust Account”") maintained by Continental Stock Transfer & Trust Company, acting as trustee (“"Continental”"), at least one (1) business day prior to the date of effectiveness (the “"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 of the Purchase Price, the Company shall eitherCompany, 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 's name to the Purchaser, Purchaser or effect such delivery in book-entry form. (ii) In the event that the underwriters’ ' over-allotment option is exercised in full or in part, the Purchaser shall purchase up to an additional [•] 375,000 Private Placement Warrants (the “"Additional Private Placement Warrants”"), in the same proportion as the amount of the over-allotment option that is so exercised, and simultaneously with such purchase of Additional Private Placement Warrants, as payment in full for the Additional Private Placement Warrants being purchased hereunder, and at least one (1) business day prior to the closing of such portion of the underwriters’ ' over-allotment option, Purchaser shall pay $1.50 1.00 per Additional Private Placement Warrant, up to an aggregate amount of $[•]375,000, 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 closing of the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the underwriters’ ' over-allotment option (such closing date, together with the Initial Closing Date, the “"Closing Dates” " and each, a “"Closing Date”"). The closing of the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place at the offices of Xxxx Xxxxxxxx DLA Piper LLP, counsel for the Company, or such other place as may be agreed upon by the parties hereto.

Purchase and Sale of the Private Placement Warrants. (i) Simultaneously with the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of [•] 5,198,000 Private Placement Warrants at a price of $1.50 1.00 per warrant for an aggregate purchase price of $[•] 5,198,000 (the “Purchase Price”). Purchaser shall pay the Purchase Price by wire transfer of immediately available funds to the trust account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company, acting as trustee (“”Continental”), at least one (1) business day prior to the date of effectiveness (the “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 of the Purchase Price, the Company shall eitherCompany, 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) In Simultaneously with the event that consummation of the underwriters’ closing of the over-allotment option is exercised in full connection with the Public Offering (the “Over-Allotment Option”) or in parton 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”), Purchaser shall purchase up to an additional [•] 540,000 Private Placement Warrants (the “Additional Private Placement Warrants”), in the same proportion as the amount of the over-allotment option that is so exercised, and simultaneously with such purchase of Additional Private Placement Warrants, as payment in full for the Additional Private Placement Warrants being purchased hereunder, and at least one (1) business day prior to the closing of such portion of the underwriters’ overOver-allotment optionAllotment Closing Date, Purchaser shall pay $1.50 1.00 per Additional Private Placement Warrant, up to an aggregate amount of $[•]540,000 (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 closing of On the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the underwriters’ overOver-allotment option (such closing date, together with the Initial Allotment Closing Date, upon the “Closing Dates” and each, a “Closing Date”). The closing payment by the Purchaser of the purchase and sale of the Additional Private Placement WarrantsOver-Allotment Purchase Price, if applicable, shall take place at the offices of Xxxx Xxxxxxxx LLP, counsel for the Company, at its option, shall deliver a certificate evidencing the Additional Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such other place as may be agreed upon by the parties heretodelivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) Simultaneously with the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of [•] 7,517,560 Private Placement Warrants at a price of $1.50 1.00 per warrant for an aggregate purchase price of $[•] 7,517,560 (the “Purchase Price”). Purchaser shall pay the Purchase Price by wire transfer of immediately available funds to the trust account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company, acting as trustee (“Continental”), at least one (1) business day prior to the date of effectiveness (the “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 of the Purchase Price, the Company shall eitherCompany, 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) In the event that the underwriters’ over-allotment option is exercised in full or in part, the Purchaser shall purchase up to an additional [•] 750,000 Private Placement Warrants (the “Additional Private Placement Warrants”), in the same proportion as the amount of the over-allotment option that is so exercised, and simultaneously with such purchase of Additional Private Placement Warrants, as payment in full for the Additional Private Placement Warrants being purchased hereunder, and at least one (1) business day prior to the closing of such portion of the underwriters’ over-allotment option, Purchaser shall pay $1.50 1.00 per Additional Private Placement Warrant, up to an aggregate amount of $[•]750,000, 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 closing of the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the underwriters’ over-allotment option (such closing date, together with the Initial Closing Date, the “Closing Dates” and each, a “Closing Date”). The closing of the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place at the offices of Cadwalader, Xxxxxxxxxx & Xxxx Xxxxxxxx LLP, counsel for the Company, or such other place as may be agreed upon by the parties hereto.

Purchase and Sale of the Private Placement Warrants. (i) Simultaneously with the consummation initial closing of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of [•] 4,666,667 Private Placement Warrants at a price of $1.50 per warrant (the “Purchase Price”) for an aggregate purchase price of $[•] (the “Purchase Price”). Purchaser 7,000,000, which shall pay the Purchase Price be paid by wire transfer of immediately available funds to in accordance with the 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 date of effectiveness (the “Effective Date”) of the registration statement relating to the Public Offering (the “Registration Statement”)’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, deliver to Purchaser 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) In the event that the underwriters’ over-allotment option is exercised in full or in part, the Purchaser shall purchase up to an Simultaneously with any additional [•] Private Placement Warrants (the “Additional Private Placement Warrants”), in the same proportion as the amount of the over-allotment option that is so exercised, and simultaneously with such purchase of Additional Private Placement Warrants, as payment in full for the Additional Private Placement Warrants being purchased hereunder, and at least one (1) business day prior to the closing of such portion of the underwriters’ over-allotment option, Purchaser shall pay $1.50 per Additional Private Placement Warrant, up to an aggregate amount of $[•], 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 closing of the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place simultaneously Public Offering in connection with the closing exercise by the underwriters in the Public Offering of all or any portion of the underwriters’ over-allotment their option to purchase additional units (such closing date, an “Option Closing Date,” together with the Initial Closing Date, the “Closing Dates” and each, each a “Closing Date”). The closing of , the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase and sale of from the Additional Company, additional Private Placement Warrants, if applicable, shall take place at the offices Purchase Price, in such amount as is necessary to maintain funds held in the Trust Account (as defined below) at $10.00 per unit, up to an aggregate of Xxxx Xxxxxxxx LLP500,000 additional Private Placement Warrants. On any Option Closing Date, counsel for upon the Company, or such other place as may be agreed upon payment by the parties heretoPurchaser of the Purchase Price, the Company shall deliver to Purchaser a certificate evidencing such additional Private Placement Warrants duly registered in the Purchaser’s name or effect such delivery in book-entry form. For the avoidance of doubt, an Option Closing Date may occur on the same date as the Initial Closing Date.

Purchase and Sale of the Private Placement Warrants. (i) Simultaneously with 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 [•] 8,266,667 Private Placement Warrants at a price of $1.50 per warrant for an aggregate purchase price of $[•] 12,400,000 (the “Purchase Price”)) in the amount set forth opposite the Purchaser’s name in Schedule I hereto. The Purchaser shall pay the Purchase Price set forth opposite the Purchaser’s name in Schedule I by wire transfer of immediately available funds to in accordance with the trust account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company, acting as trustee (“Continental”)’s wiring instructions, at least one (1) business day prior to the IPO Closing Date. On the IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of effectiveness the closing of the 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 (the “Effective Option Closing Date”, and each Option Closing Date (if any) of and the registration statement relating to the Public Offering (the “Registration Statement”). On the Initial IPO Closing Date, upon the payment by the Purchaser of the Purchase Pricea “Closing Date”), the Company shall eitherissue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of up to 870,000 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 $1.50 per warrant for an aggregate purchase price of up to $1,305,000 (the “Option Purchase Price”). The Purchaser shall pay the Option Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds at least one (1) business day prior to the Option Closing Date. On the Option Closing Date, subject to the receipt of funds pursuant to the immediately 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, or effect such delivery in book-entry form. (ii) In the event that the underwriters’ over-allotment option is exercised in full or in part, the Purchaser shall purchase up to an additional [•] Private Placement Warrants (the “Additional Private Placement Warrants”), in the same proportion as the amount of the over-allotment option that is so exercised, and simultaneously with such purchase of Additional Private Placement Warrants, as payment in full for the Additional Private Placement Warrants being purchased hereunder, and at least one (1) business day prior to the closing of such portion of the underwriters’ over-allotment option, Purchaser shall pay $1.50 per Additional Private Placement Warrant, up to an aggregate amount of $[•], 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 closing of the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the underwriters’ over-allotment option (such closing date, together with the Initial Closing Date, the “Closing Dates” and each, a “Closing Date”). The closing of the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place at the offices of Xxxx Xxxxxxxx LLP, counsel for the Company, or such other place as may be agreed upon by the parties hereto.

Purchase and Sale of the Private Placement Warrants. (i) Simultaneously with the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of [•] 7,750,000 Private Placement Warrants at a price of $1.50 1.00 per warrant for an aggregate purchase price of $[•] 7,750,000 (the “Purchase Price”). Purchaser shall pay the Purchase Price by wire transfer of immediately available funds to the trust account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company, acting as trustee (“”Continental”), at least one (1) business day prior to the date of effectiveness (the “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 of the Purchase Price, the Company shall eitherCompany, 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) In the event that the underwriters’ over-allotment option is exercised in full or in part, the Purchaser shall purchase up to an additional [•] 900,000 Private Placement Warrants (the “Additional Private Placement Warrants”), in the same proportion as the amount of the over-allotment option that is so exercised, and simultaneously with such purchase of Additional Private Placement Warrants, as payment in full for the Additional Private Placement Warrants being purchased hereunder, and at least one (1) business day prior to the closing of such portion of the underwriters’ over-allotment option, Purchaser shall pay $1.50 1.00 per Additional Private Placement Warrant, up to an aggregate amount of $[•]900,000, 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 closing of the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the underwriters’ over-allotment option (such closing date, together with the Initial Closing Date, the “Closing Dates” and each, a “Closing Date”). The closing of the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place at the offices of Xxxx Xxxxxxxx Ellenoff Gxxxxxxx & Schole LLP, counsel for the Company, or such other place as may be agreed upon by the parties hereto.

Purchase and Sale of the Private Placement Warrants. (i) Simultaneously with the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of [•] 4,900,000 Private Placement Warrants at a price of $1.50 1.00 per warrant for an aggregate purchase price of $[•] 4,900,000 (the “Purchase Price”). Purchaser shall pay the Purchase Price by wire transfer of immediately available funds to the trust account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company, acting as trustee (“”Continental”), at least one (1) business day prior to the date of effectiveness (the “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 of the Purchase Price, the Company shall eitherCompany, 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) In Simultaneously with the event that consummation of the underwriters’ closing of the over-allotment option is exercised in full connection with the Public Offering (the “Over-Allotment Option”) or in parton 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”), Purchaser shall purchase up to an additional [•] 495,000 Private Placement Warrants (the “Additional Private Placement Warrants”), in the same proportion as the amount of the over-allotment option that is so exercised, and simultaneously with such purchase of Additional Private Placement Warrants, as payment in full for the Additional Private Placement Warrants being purchased hereunder, and at least one (1) business day prior to the closing of such portion of the underwriters’ overOver-allotment optionAllotment Closing Date, Purchaser shall pay $1.50 1.00 per Additional Private Placement Warrant, up to an aggregate amount of $[•]495,000 (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 closing of On the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the underwriters’ overOver-allotment option (such closing date, together with the Initial Allotment Closing Date, upon the “Closing Dates” and each, a “Closing Date”). The closing payment by the Purchaser of the purchase and sale of the Additional Private Placement WarrantsOver-Allotment Purchase Price, if applicable, shall take place at the offices of Xxxx Xxxxxxxx LLP, counsel for the Company, at its option, shall deliver a certificate evidencing the Additional Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such other place as may be agreed upon by the parties heretodelivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) Simultaneously with As payment in full for 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 “11,850,000 Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of [•] Private Placement Warrants at a price of being purchased under this Agreement, Purchaser shall pay $1.50 per warrant for an aggregate purchase price of $[•] 5,925,000 (the “Purchase Price”). Purchaser shall pay the Purchase Price , by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the trust account (the “Trust Account”) at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Companyan independent third party, acting as trustee trustee, or into an escrow account maintained by Ellenoff Gxxxxxxx & Schole LLP (“ContinentalEG&S”), counsel for the Company, at least one (1) business day prior to the date of effectiveness (the “Effective Date”) of the registration statement relating to be filed in connection with the Public Offering (the “Registration Statement”). On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company shall either, at its option, 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) In the event that the underwriters’ over-allotment option is exercised in full or in part, the Purchaser shall purchase up to an additional [•] the 1,260,000 Additional Private Placement Warrants (the “Additional Private Placement Warrants”), in the same proportion as the amount of the over-allotment option that is so exercised, and simultaneously with such purchase of Additional Private Placement Warrants, as payment in full for the Additional Private Placement Warrants being purchased hereunder, and at least one (1) business day prior to the closing of such all or any portion of the underwriters’ over-allotment option, Purchaser shall pay $1.50 0.50 per Additional Private Placement Warrant, up to an aggregate amount of $[•]630,000, by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the Trust Account. (iii) The closing of the purchase and sale of the Initial Private Placement Warrants shall take place simultaneously with the closing of the Public Offering (the “Initial Closing Date”). The closing of the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the underwriters’ over-allotment option (such closing date, together with the Initial Closing Date, the “Closing Dates” and each, a “Closing Date”). The closing of the purchase and sale of each of the Initial Private Placement Warrants and the Additional Private Placement Warrants, if applicable, Warrants shall take place at the offices of Xxxx Xxxxxxxx LLPEG&S, counsel for the Company1000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, or such other place as may be agreed upon by the parties hereto.

Purchase and Sale of the Private Placement Warrants. (i) Simultaneously with the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of [•] 6,250,000 Private Placement Warrants at a price of $1.50 1.00 per warrant for an aggregate purchase price of $[•] 6,250,000 (the “Purchase Price”). Purchaser shall pay the Purchase Price by wire transfer of immediately available funds to the trust account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company, acting as trustee (“”Continental”), at least one (1) business day prior to the date of effectiveness (the “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 of the Purchase Price, the Company shall eitherCompany, 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) In the event that the underwriters’ over-allotment option is exercised in full or in part, the Purchaser shall purchase up to an additional [•] 675,000 Private Placement Warrants (the “Additional Private Placement Warrants”), in the same proportion as the amount of the over-allotment option that is so exercised, and simultaneously with such purchase of Additional Private Placement Warrants, as payment in full for the Additional Private Placement Warrants being purchased hereunder, and at least one (1) business day prior to the closing of such portion of the underwriters’ over-allotment option, Purchaser shall pay $1.50 1.00 per Additional Private Placement Warrant, up to an aggregate amount of $[•]675,000, 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 closing of the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the underwriters’ over-allotment option (such closing date, together with the Initial Closing Date, the “Closing Dates” and each, a “Closing Date”). The closing of the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place at the offices of Xxxx Xxxxxxxx Ellenoff Gxxxxxxx & Schole LLP, counsel for the Company, or such other place as may be agreed upon by the parties hereto.

Purchase and Sale of the Private Placement Warrants. (i) Simultaneously At least 24 hours prior to the effective time of the registration statement on Form S-1 (the “Registration Statement”) the Company will file with the Securities and Exchange Commission (the “SEC”), under the Securities Act of 1933, as amended (the “Securities Act”), the Purchaser shall deliver an initial deposit of $5,725,000 (the “Initial Deposit”) to Continental Stock Transfer & Trust Company (the “Escrow Agent”), in accordance with the Escrow Agent’s wiring instructions, to hold in a non-interest bearing account until the Company consummates the Public Offering. (ii) At least 24 hours prior to 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 Purchaser shall deliver $800,000, equal to the difference between the aggregate purchase price of $6,525,000 (the “Purchase Price”) for 13,050,000 Private Placement Warrants and the previously delivered Initial Deposit, the Escrow Agent, in accordance with the Escrow Agent’s wiring instructions, to hold in a non-interest bearing account until the Company consummates the Public Offering. (iii) Simultaneously with the Closing Date, the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of [•] 13,050,000 Private Placement Warrants at a price of $1.50 per warrant for an aggregate purchase price of $[•] (Warrants. At such time, the “Purchase Price”). Purchaser Escrow Agent shall pay the Purchase Price by wire transfer of immediately available funds to the trust account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company, acting as trustee (“Continental”), at least one (1) business day prior to the date of effectiveness (the “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 of deposit the Purchase Price, without interest or deduction, into the trust fund established by the Company for the benefit of the Company’s public stockholders as described in the Registration Statement, pursuant to the terms of an escrow agreement to be entered into between the Company, the Purchaser and the Escrow Agent. Simultaneously with the consummation of the Public Offering, the Company shall either, at its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) In the event that the underwriters’ over-allotment option is exercised in full or in part, the Purchaser shall purchase up to an additional [•] Private Placement Warrants (the “Additional Private Placement Warrants”), in the same proportion as the amount of the over-allotment option that is so exercised, and simultaneously with such purchase of Additional Private Placement Warrants, as payment in full for the Additional Private Placement Warrants being purchased hereunder, and at least one (1) business day prior to the closing of such portion of the underwriters’ over-allotment option, Purchaser shall pay $1.50 per Additional Private Placement Warrant, up to an aggregate amount of $[•], 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 closing of the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the underwriters’ over-allotment option (such closing date, together with the Initial Closing Date, the “Closing Dates” and each, a “Closing Date”). The closing of the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place at the offices of Xxxx Xxxxxxxx LLP, counsel for the Company, or such other place as may be agreed upon by the parties hereto.

Purchase and Sale of the Private Placement Warrants. (i) Simultaneously with the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of [•] 7,900,000 Private Placement Warrants at a price of $1.50 per warrant for an aggregate purchase price of $[•] 11,850,000 (the “Purchase Price”). Purchaser shall pay the Purchase Price by wire transfer of immediately available funds to the trust account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company, . acting as trustee (“Continental”), at least one (1) business day prior to the date of effectiveness (the “Effective Date”) of the registration statement Registration Statement relating to the Public Offering (the “Registration Statement”)Offering. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company shall eitherCompany, 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) In the event that the underwriters’ over-allotment option is exercised in full or in part, the Purchaser shall purchase up to an additional [•] 1,000,000 Private Placement Warrants (the “Additional Private Placement Warrants”), in the same proportion as the amount of the over-allotment option that is so exercised, and simultaneously with such purchase of Additional Private Placement Warrants, as payment in full for the Additional Private Placement Warrants being purchased hereunder, and at least one (1) business day prior to the closing of such portion of the underwriters’ over-allotment option, Purchaser shall pay $1.50 per Additional Private Placement Warrant, up to an aggregate amount of $[•]1,500,000, 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 closing of the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the underwriters’ over-allotment option (such closing date, together with the Initial Closing Date, the “Closing Dates” and each, a “Closing Date”). The closing of the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place at the offices of Pillsbury Xxxxxxxx Xxxx Xxxxxxxx Xxxxxxx LLP, counsel for the Company, or such other place as may be agreed upon by the parties hereto.

Purchase and Sale of the Private Placement Warrants. (i) Simultaneously with the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of [•] 7,075,000 Private Placement Warrants at a price of $1.50 1.00 per warrant for an aggregate purchase price of $[•] 7,075,000 (the “Purchase Price”). Purchaser shall pay the Purchase Price by wire transfer of immediately available funds to the trust account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company, acting as trustee (“”Continental”), at least one (1) business day prior to the date of effectiveness (the “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 of the Purchase Price, the Company shall eitherCompany, 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) In the event that the underwriters’ over-allotment option is exercised in full or in part, the Purchaser shall purchase up to an additional [•] 825,000 Private Placement Warrants (the “Additional Private Placement Warrants”), in the same proportion as the amount of the over-allotment option that is so exercised, and simultaneously with such purchase of Additional Private Placement Warrants, as payment in full for the Additional Private Placement Warrants being purchased hereunder, and at least one (1) business day prior to the closing of such portion of the underwriters’ over-allotment option, Purchaser shall pay $1.50 1.00 per Additional Private Placement Warrant, up to an aggregate amount of $[•]825,000, 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 closing of the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the underwriters’ over-allotment option (such closing date, together with the Initial Closing Date, the “Closing Dates” and each, a “Closing Date”). The closing of the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place at the offices of Xxxx Xxxxxxxx Ellenoff Gxxxxxxx & Schole LLP, counsel for the Company, or such other place as may be agreed upon by the parties hereto.

Purchase and Sale of the Private Placement Warrants. (i) Simultaneously with the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of [•] 5,466,667 Private Placement Warrants at a price of $1.50 per warrant for an aggregate purchase price of $[•] 8,200,000 (the “Purchase Price”). Purchaser shall pay the Purchase Price by wire transfer of immediately available funds to the trust account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company, . acting as trustee (“Continental”), at least one (1) business day prior to the date of effectiveness (the “Effective Date”) of the registration statement Registration Statement relating to the Public Offering (the “Registration Statement”)Offering. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company shall eitherCompany, 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) In the event that the underwriters’ over-allotment option is exercised in full or in part, the Purchaser shall purchase up to an additional [•] 600,000 Private Placement Warrants (the “Additional Private Placement Warrants”), in the same proportion as the amount of the over-allotment option that is so exercised, and simultaneously with such purchase of Additional Private Placement Warrants, as payment in full for the Additional Private Placement Warrants being purchased hereunder, and at least one (1) business day prior to the closing of such portion of the underwriters’ over-allotment option, Purchaser shall pay $1.50 per Additional Private Placement Warrant, up to an aggregate amount of $[•]900,000, 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 closing of the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the underwriters’ over-allotment option (such closing date, together with the Initial Closing Date, the “Closing Dates” and each, a “Closing Date”). The closing of the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place at the offices of Pillsbury Wxxxxxxx Xxxx Xxxxxxxx Xxxxxxx LLP, counsel for the Company, or such other place as may be agreed upon by the parties hereto.

Purchase and Sale of the Private Placement Warrants. (i) Simultaneously with the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of [•] 6,666,667 Private Placement Warrants at a price of $1.50 per warrant for an aggregate purchase price of $[•] 10,000,000 (the “Purchase Price”). Purchaser shall pay the Purchase Price by wire transfer of immediately available funds to the trust account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company, acting as trustee (“Continental”), at least one (1) business day prior to the date of effectiveness (the “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 of the Purchase Price, the Company shall eitherCompany, 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) In the event that the underwriters’ over-allotment option is exercised in full or in part, the Purchaser shall purchase up to an additional [•] 800,000 Private Placement Warrants (the “Additional Private Placement Warrants”), in the same proportion as the amount of the over-allotment option that is so exercised, and simultaneously with such purchase of Additional Private Placement Warrants, as payment in full for the Additional Private Placement Warrants being purchased hereunder, and at least one (1) business day prior to the closing of such portion of the underwriters’ over-allotment option, Purchaser shall pay $1.50 per Additional Private Placement Warrant, up to an aggregate amount of $[•], 1,200,000 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 closing of the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the underwriters’ over-allotment option (such closing date, together with the Initial Closing Date, the “Closing Dates” and each, a “Closing Date”). The closing of the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place at the offices of Xxxxxx & Xxxxxx Xxxx Xxxxxxxx Xxxxxxx LLP, counsel for the Company, or such other place as may be agreed upon by the parties hereto.

Purchase and Sale of the Private Placement Warrants. (i) Simultaneously with the consummation initial closing of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of [•] 8,000,000 Private Placement Warrants at a price of $1.50 1.00 per warrant (the “Purchase Price”) for an aggregate purchase price of $[•] (the “Purchase Price”). Purchaser 8,000,000, which shall pay the Purchase Price be paid by wire transfer of immediately available funds to in accordance with the 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 date of effectiveness (the “Effective Date”) of the registration statement relating to the Public Offering (the “Registration Statement”)’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, deliver to Purchaser 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) In the event that the underwriters’ over-allotment option is exercised in full or in part, the Purchaser shall purchase up to an Simultaneously with any additional [•] Private Placement Warrants (the “Additional Private Placement Warrants”), in the same proportion as the amount of the over-allotment option that is so exercised, and simultaneously with such purchase of Additional Private Placement Warrants, as payment in full for the Additional Private Placement Warrants being purchased hereunder, and at least one (1) business day prior to the closing of such portion of the underwriters’ over-allotment option, Purchaser shall pay $1.50 per Additional Private Placement Warrant, up to an aggregate amount of $[•], 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 closing of the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place simultaneously Public Offering in connection with the closing exercise by the underwriters in the Public Offering of all or any portion of the underwriters’ over-allotment their option to purchase additional units (such closing date, an “Option Closing Date,” together with the Initial Closing Date, the “Closing Dates” and each, each a “Closing Date”). The closing of , the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase and sale of from the Additional Company, additional Private Placement Warrants, if applicable, shall take place at the offices Purchase Price, in such amount as is necessary to maintain funds held in the Trust Account (as defined below) at $10.00 per unit, up to an aggregate of Xxxx Xxxxxxxx LLP900,000 additional Private Placement Warrants. On any Option Closing Date, counsel for upon the Company, or such other place as may be agreed upon payment by the parties heretoPurchaser of the Purchase Price, the Company shall deliver to Purchaser a certificate evidencing such additional Private Placement Warrants duly registered in the Purchaser’s name or effect such delivery in book-entry form. For the avoidance of doubt, an Option Closing Date may occur on the same date as the Initial Closing Date.

Purchase and Sale of the Private Placement Warrants. (i) Simultaneously with the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of [•] 2,800,000 Private Placement Warrants at a price of $1.50 1.00 per warrant for an aggregate purchase price of $[•] 2,800,000 (the “Purchase Price”). Purchaser shall pay the Purchase Price by wire transfer of immediately available funds to the trust account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company, acting as trustee (“Continental”), at least one (1) business day prior to the date of effectiveness (the “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 of the Purchase Price, the Company shall eitherCompany, 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) In Simultaneously with the event that consummation of the underwriters’ closing of the over-allotment option is exercised in full connection with the Public Offering (the “Over-Allotment Option”) or in parton 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”), Purchaser shall purchase up to an additional [•] 240,000 Private Placement Warrants (the “Additional Private Placement Warrants”), in the same proportion as the amount of the over-allotment option that is so exercised, and simultaneously with such purchase of Additional Private Placement Warrants, as payment in full for the Additional Private Placement Warrants being purchased hereunder, and at least one (1) business day prior to the closing of such portion of the underwriters’ overOver-allotment optionAllotment Closing Date, Purchaser shall pay $1.50 1.00 per Additional Private Placement Warrant, up to an aggregate amount of $[•]240,000 (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 closing of On the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the underwriters’ overOver-allotment option (such closing date, together with the Initial Allotment Closing Date, upon the “Closing Dates” and each, a “Closing Date”). The closing payment by the Purchaser of the purchase and sale of the Additional Private Placement WarrantsOver-Allotment Purchase Price, if applicable, shall take place at the offices of Xxxx Xxxxxxxx LLP, counsel for the Company, at its option, shall deliver a certificate evidencing the Additional Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such other place as may be agreed upon by the parties heretodelivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) Simultaneously with the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of [•] 232,500 Private Placement Warrants at a price of $1.50 per warrant for an aggregate purchase price of $[•] 348,750 (the “Purchase Price”). Purchaser shall pay the Purchase Price by wire transfer of immediately available funds to the trust account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company, acting as trustee (“Continental”), at least one (1) business day prior to the date of effectiveness (the “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 of the Purchase Price, the Company shall eitherCompany, 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) In the event that the underwriters’ over-allotment option is exercised in full or in part, the Purchaser shall purchase up to an additional [•] 16,875 Private Placement Warrants (the “Additional Private Placement Warrants”), in the same proportion as the amount of the over-allotment option that is so exercised, and simultaneously with such purchase of Additional Private Placement Warrants, as payment in full for the Additional Private Placement Warrants being purchased hereunder, and at least one (1) business day prior to the closing of such portion of the underwriters’ over-allotment option, Purchaser shall pay $1.50 per Additional Private Placement Warrant, up to an aggregate amount of $[•]25,312.50, 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 closing of the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the underwriters’ over-allotment option (such closing date, together with the Initial Closing Date, the “Closing Dates” and each, a “Closing Date”). The closing of the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place at the offices of Xxxx Xxxxxxxx Ellenoff Gxxxxxxx & Schole LLP, counsel for the Company, or such other place as may be agreed upon by the parties hereto.

Purchase and Sale of the Private Placement Warrants. (i) Simultaneously with the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of [•] 5,600,000 Private Placement Warrants at a price of $1.50 1.00 per warrant for an aggregate purchase price of $[•] 5,600,000 (the “Purchase Price”). Purchaser shall pay the Purchase Price by wire transfer of immediately available funds to the trust account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company, acting as trustee (“”Continental”), at least one (1) business day prior to the date of effectiveness (the “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 of the Purchase Price, the Company shall eitherCompany, 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) In the event that the underwriters’ over-allotment option is exercised in full or in part, the Purchaser shall purchase up to an additional [•] 540,000 Private Placement Warrants (the “Additional Private Placement Warrants”), in the same proportion as the amount of the over-allotment option that is so exercised, and simultaneously with such purchase of Additional Private Placement Warrants, as payment in full for the Additional Private Placement Warrants being purchased hereunder, and at least one (1) business day prior to the closing of such portion of the underwriters’ over-allotment option, Purchaser shall pay $1.50 1.00 per Additional Private Placement Warrant, up to an aggregate amount of $[•], 540,000 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 closing of the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the underwriters’ over-allotment option (such closing date, together with the Initial Closing Date, the “Closing Dates” and each, a “Closing Date”). The closing of the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place at the offices of Xxxx Ellenoff Xxxxxxxx & Schole LLP, counsel for the Company, or such other place as may be agreed upon by the parties hereto.

Purchase and Sale of the Private Placement Warrants. (i) Simultaneously with the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of [•] 3,184,166 Private Placement Warrants at a price of $1.50 per warrant for an aggregate purchase price of $[•] 4,776,249 (the “Purchase Price”). Purchaser shall pay the Purchase Price by wire transfer of immediately available funds to the trust account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company, acting as trustee (“Continental”), at least one (1) business day prior to the date of effectiveness (the “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 of the Purchase Price, the Company shall eitherCompany, 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) In the event that the underwriters’ over-allotment option is exercised in full or in part, the Purchaser shall purchase up to an additional [•] 295,625 Private Placement Warrants (the “Additional Private Placement Warrants”), in the same proportion as the amount of the over-allotment option that is so exercised, and simultaneously with such purchase of Additional Private Placement Warrants, as payment in full for the Additional Private Placement Warrants being purchased hereunder, and at least one (1) business day prior to the closing of such portion of the underwriters’ over-allotment option, Purchaser shall pay $1.50 per Additional Private Placement Warrant, up to an aggregate amount of $[•]443,437.50, 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 closing of the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the underwriters’ over-allotment option (such closing date, together with the Initial Closing Date, the “Closing Dates” and each, a “Closing Date”). The closing of the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place at the offices of Xxxx Xxxxxxxx Ellenoff Gxxxxxxx & Schole LLP, counsel for the Company, or such other place as may be agreed upon by the parties hereto.

Purchase and Sale of the Private Placement Warrants. (i) Simultaneously with On the date of the consummation of the Public Offering (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 875,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $875,000 (the “Purchase Price”). The Purchaser shall pay the Purchase Price in accordance with the Company’s wiring instructions by wire transfer of immediately available funds to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”). On the IPO Closing Date, subject to the receipt of funds pursuant to the immediately preceding sentence, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of the closing of the 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 (the “Initial Option Closing Date” and, each Option Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of [•] up to 150,000 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 $1.50 1.00 per warrant for an aggregate purchase price of up to $[•] 150,000 (the “Option Purchase Price”). The Purchaser shall pay the Option Purchase Price in accordance with the Company’s wiring instructions by wire transfer of immediately available funds to the trust account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company, acting as trustee (“Continental”), at least one (1) business day prior to the date of effectiveness (the “Effective Date”) of the registration statement relating to the Public Offering (the “Registration Statement”). On the Initial Option Closing Date, upon subject to the payment by receipt of funds pursuant to the Purchaser of the Purchase Priceimmediately preceding sentence, the Company shall eithershall, 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. (ii) In the event that the underwriters’ over-allotment option is exercised in full or in part, the Purchaser shall purchase up to an additional [•] Private Placement Warrants (the “Additional Private Placement Warrants”), in the same proportion as the amount of the over-allotment option that is so exercised, and simultaneously with such purchase of Additional Private Placement Warrants, as payment in full for the Additional Private Placement Warrants being purchased hereunder, and at least one (1) business day prior to the closing of such portion of the underwriters’ over-allotment option, Purchaser shall pay $1.50 per Additional Private Placement Warrant, up to an aggregate amount of $[•], 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 closing of the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the underwriters’ over-allotment option (such closing date, together with the Initial Closing Date, the “Closing Dates” and each, a “Closing Date”). The closing of the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place at the offices of Xxxx Xxxxxxxx LLP, counsel for the Company, or such other place as may be agreed upon by the parties hereto.

Purchase and Sale of the Private Placement Warrants. (i) Simultaneously with the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of [•] 4,600,000 Private Placement Warrants at a price of $1.50 1.00 per warrant for an aggregate purchase price of $[•] 4,600,000 (the “Purchase Price”). Purchaser shall pay the Purchase Price by wire transfer of immediately available funds to the trust account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company, acting as trustee (“”Continental”), at least one (1) business day prior to the date of effectiveness (the “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 of the Purchase Price, the Company shall eitherCompany, 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) In Simultaneously with the event that consummation of the underwriters’ closing of the over-allotment option is exercised in full connection with the Public Offering (the “Over-Allotment Option”) or in parton 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”), Purchaser shall purchase up to an additional [•] 450,000 Private Placement Warrants (the “Additional Private Placement Warrants”), in the same proportion as the amount of the over-allotment option that is so exercised, and simultaneously with such purchase of Additional Private Placement Warrants, as payment in full for the Additional Private Placement Warrants being purchased hereunder, and at least one (1) business day prior to the closing of such portion of the underwriters’ overOver-allotment optionAllotment Closing Date, Purchaser shall pay $1.50 1.00 per Additional Private Placement Warrant, up to an aggregate amount of $[•]450,000 (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 closing of On the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the underwriters’ overOver-allotment option (such closing date, together with the Initial Allotment Closing Date, upon the “Closing Dates” and each, a “Closing Date”). The closing payment by the Purchaser of the purchase and sale of the Additional Private Placement WarrantsOver-Allotment Purchase Price, if applicable, shall take place at the offices of Xxxx Xxxxxxxx LLP, counsel for the Company, at its option, shall deliver a certificate evidencing the Additional Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such other place as may be agreed upon by the parties heretodelivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) Simultaneously with the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of [•] 7,250,000 Private Placement Warrants at a price of $1.50 1.00 per warrant for an aggregate purchase price of $[•] 7,250,000 (the “Purchase Price”). Purchaser shall pay the Purchase Price by wire transfer of immediately available funds to the trust account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company, acting as trustee (“”Continental”), at least one (1) business day prior to the date of effectiveness (the “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 of the Purchase Price, the Company shall eitherCompany, 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) In Simultaneously with the event that consummation of the underwriters’ closing of the over-allotment option is exercised in full connection with the Public Offering (the “Over-Allotment Option”) or in parton 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”), Purchaser shall purchase up to an additional [•] 787,500 Private Placement Warrants (the “Additional Private Placement Warrants”), in the same proportion as the amount of the over-allotment option that is so exercised, and simultaneously with such purchase of Additional Private Placement Warrants, as payment in full for the Additional Private Placement Warrants being purchased hereunder, and at least one (1) business day prior to the closing of such portion of the underwriters’ overOver-allotment optionAllotment Closing Date, Purchaser shall pay $1.50 1.00 per Additional Private Placement Warrant, up to an aggregate amount of $[•]787,500 (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 closing of On the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the underwriters’ overOver-allotment option (such closing date, together with the Initial Allotment Closing Date, upon the “Closing Dates” and each, a “Closing Date”). The closing payment by the Purchaser of the purchase and sale of the Additional Private Placement WarrantsOver-Allotment Purchase Price, if applicable, shall take place at the offices of Xxxx Xxxxxxxx LLP, counsel for the Company, at its option, shall deliver a certificate evidencing the Additional Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such other place as may be agreed upon by the parties heretodelivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) Simultaneously with 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 [•] 12,000,000 Private Placement Warrants at a price of $1.50 1.00 per warrant for an aggregate purchase price of $[•] 12,000,000 (the “Purchase Price”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds in the following amounts: (i) $2,000,000 to the Company at a financial institution to be chosen by the Company, and (ii) $10,000,000 to the trust account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “ContinentalTrust 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 IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of effectiveness the closing of the 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 (the “Effective Over-Allotment Closing Date”) of the registration statement relating to the Public Offering (the “Registration Statement”). On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company shall eitherissue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 1,350,000 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 per warrant for an aggregate purchase price of up to $1,350,000 (the “Over-Allotment Purchase Price”). The Purchaser shall pay the Over-Allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Trust Account, at least one (1) business day prior to the Over-Allotment Closing Date. On the Over-Allotment Closing Date, subject to the receipt of funds pursuant to the immediately 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. (ii) In the event that the underwriters’ over-allotment option is exercised in full or in part, the Purchaser shall purchase up to an additional [•] Private Placement Warrants (the “Additional Private Placement Warrants”), in the same proportion as the amount of the over-allotment option that is so exercised, and simultaneously with such purchase of Additional Private Placement Warrants, as payment in full for the Additional Private Placement Warrants being purchased hereunder, and at least one (1) business day prior to the closing of such portion of the underwriters’ over-allotment option, Purchaser shall pay $1.50 per Additional Private Placement Warrant, up to an aggregate amount of $[•], 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 closing of the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the underwriters’ over-allotment option (such closing date, together with the Initial Closing Date, the “Closing Dates” and each, a “Closing Date”). The closing of the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place at the offices of Xxxx Xxxxxxxx LLP, counsel for the Company, or such other place as may be agreed upon by the parties hereto.

Purchase and Sale of the Private Placement Warrants. (i) Simultaneously with the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of [•] 11,267,560 Private Placement Warrants at a price of $1.50 1.00 per warrant for an aggregate purchase price of $[•] 11,267,560 (the “Purchase Price”). Purchaser shall pay the Purchase Price by wire transfer of immediately available funds to the trust account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company, acting as trustee (“Continental”), at least one (1) business day prior to the date of effectiveness (the “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 of the Purchase Price, the Company shall eitherCompany, 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) In the event that the underwriters’ over-allotment option is exercised in full or in part, the Purchaser shall purchase up to an additional [•] 750,000 Private Placement Warrants (the “Additional Private Placement Warrants”), in the same proportion as the amount of the over-allotment option that is so exercised, and simultaneously with such purchase of Additional Private Placement Warrants, as payment in full for the Additional Private Placement Warrants being purchased hereunder, and at least one (1) business day prior to the closing of such portion of the underwriters’ over-allotment option, Purchaser shall pay $1.50 1.00 per Additional Private Placement Warrant, up to an aggregate amount of $[•]750,000, 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 closing of the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the underwriters’ over-allotment option (such closing date, together with the Initial Closing Date, the “Closing Dates” and each, a “Closing Date”). The closing of the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place at the offices of Cadwalader, Xxxxxxxxxx & Xxxx Xxxxxxxx LLP, counsel for the Company, or such other place as may be agreed upon by the parties hereto.

Purchase and Sale of the Private Placement Warrants. (i) Simultaneously with the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of [•] 6,212,500 Private Placement Warrants at a price of $1.50 1.00 per warrant for an aggregate purchase price of $[•] 6,212,500 (the “Purchase Price”). Purchaser shall pay the Purchase Price by wire transfer of immediately available funds to the trust account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company, acting as trustee (“”Continental”), at least one (1) business day prior to the date of effectiveness (the “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 of the Purchase Price, the Company shall eitherCompany, 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) In Simultaneously with the event that consummation of the underwriters’ closing of the over-allotment option is exercised in full connection with the Public Offering (the “Over-Allotment Option”) or in parton 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”), Purchaser shall purchase up to an additional [•] 646,875 Private Placement Warrants (the “Additional Private Placement Warrants”), in the same proportion as the amount of the over-allotment option that is so exercised, and simultaneously with such purchase of Additional Private Placement Warrants, as payment in full for the Additional Private Placement Warrants being purchased hereunder, and at least one (1) business day prior to the closing of such portion of the underwriters’ overOver-allotment optionAllotment Closing Date, Purchaser shall pay $1.50 1.00 per Additional Private Placement Warrant, up to an aggregate amount of $[•]646,875 (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 closing of On the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the underwriters’ overOver-allotment option (such closing date, together with the Initial Allotment Closing Date, upon the “Closing Dates” and each, a “Closing Date”). The closing payment by the Purchaser of the purchase and sale of the Additional Private Placement WarrantsOver-Allotment Purchase Price, if applicable, shall take place at the offices of Xxxx Xxxxxxxx LLP, counsel for the Company, at its option, shall deliver a certificate evidencing the Additional Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such other place as may be agreed upon by the parties heretodelivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) Simultaneously with the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of [•] 3,924,000 Private Placement Warrants at a price of $1.50 1.00 per warrant for an aggregate purchase price of $[•] 3,924,000 (the “Purchase Price”). Purchaser shall pay the Purchase Price by wire transfer of immediately available funds to the trust account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company, acting as trustee (“Continental”), at least one (1) business day prior to the date of effectiveness (the “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 of the Purchase Price, the Company shall eitherCompany, 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) In the event that the underwriters’ over-allotment option is exercised in full or in part, the Purchaser shall purchase up to an additional [•] 326,100 Private Placement Warrants (the “Additional Private Placement Warrants”), in the same proportion as the amount of the over-allotment option that is so exercised, and simultaneously with such purchase of Additional Private Placement Warrants, as payment in full for the Additional Private Placement Warrants being purchased hereunder, and at least one (1) business day prior to the closing of such portion of the underwriters’ over-allotment option, Purchaser shall pay $1.50 1.00 per Additional Private Placement Warrant, up to an aggregate amount of $[•]326,100, 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 closing of the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the underwriters’ over-allotment option (such closing date, together with the Initial Closing Date, the “Closing Dates” and each, a “Closing Date”). The closing of the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place at the offices of Xxxx Ellenoff Xxxxxxxx & Schole LLP, counsel for the Company, or such other place as may be agreed upon by the parties hereto.

Purchase and Sale of the Private Placement Warrants. (i) Simultaneously with the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of [•] 4,598,000 Private Placement Warrants at a price of $1.50 1.00 per warrant for an aggregate purchase price of $[•] 4,598,000 (the “Purchase Price”). Purchaser shall pay the Purchase Price by wire transfer of immediately available funds to the trust account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company, acting as trustee (“”Continental”), at least one (1) business day prior to the date of effectiveness (the “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 of the Purchase Price, the Company shall eitherCompany, 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) In Simultaneously with the event that consummation of the underwriters’ closing of the over-allotment option is exercised in full connection with the Public Offering (the “Over-Allotment Option”) or in parton 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”), Purchaser shall purchase up to an additional [•] 450,000 Private Placement Warrants (the “Additional Private Placement Warrants”), in the same proportion as the amount of the over-allotment option that is so exercised, and simultaneously with such purchase of Additional Private Placement Warrants, as payment in full for the Additional Private Placement Warrants being purchased hereunder, and at least one (1) business day prior to the closing of such portion of the underwriters’ overOver-allotment optionAllotment Closing Date, Purchaser shall pay $1.50 1.00 per Additional Private Placement Warrant, up to an aggregate amount of $[•]450,000 (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 closing of On the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the underwriters’ overOver-allotment option (such closing date, together with the Initial Allotment Closing Date, upon the “Closing Dates” and each, a “Closing Date”). The closing payment by the Purchaser of the purchase and sale of the Additional Private Placement WarrantsOver-Allotment Purchase Price, if applicable, shall take place at the offices of Xxxx Xxxxxxxx LLP, counsel for the Company, at its option, shall deliver a certificate evidencing the Additional Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such other place as may be agreed upon by the parties heretodelivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) Simultaneously with the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of [•] 3,750,000 Private Placement Warrants at a price of $1.50 1.00 per warrant for an aggregate purchase price of $[•] 3,750,000 (the “Purchase Price”). Purchaser shall pay the Purchase Price by wire transfer of immediately available funds to the trust account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company, acting as trustee (“Continental”), at least one (1) business day prior to the date of effectiveness (the “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 of the Purchase Price, the Company shall eitherCompany, 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) In the event that the underwriters’ over-allotment option is exercised in full or in part, the Purchaser shall purchase up to an additional [•] 300,000 Private Placement Warrants (the “Additional Private Placement Warrants”), in the same proportion as the amount of the over-allotment option that is so exercised, and simultaneously with such purchase of Additional Private Placement Warrants, as payment in full for the Additional Private Placement Warrants being purchased hereunder, and at least one (1) business day prior to the closing of such portion of the underwriters’ over-allotment option, Purchaser shall pay $1.50 1.00 per Additional Private Placement Warrant, up to an aggregate amount of $[•]300,000, 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 closing of the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the underwriters’ over-allotment option (such closing date, together with the Initial Closing Date, the “Closing Dates” and each, a “Closing Date”). The closing of the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place at the offices of Xxxx Ellenoff Xxxxxxxx & Schole LLP, counsel for the Company, or such other place as may be agreed upon by the parties hereto.

Purchase and Sale of the Private Placement Warrants. (i) Simultaneously with the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of [•] 6,251,845 Private Placement Warrants at a price of $1.50 1.00 per warrant for an aggregate purchase price of $[•] 6,251,845 (the “Purchase Price”). Purchaser shall pay the Purchase Price by wire transfer of immediately available funds to the trust account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company, acting as trustee (“”Continental”), at least one (1) business day prior to the date of effectiveness (the “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 of the Purchase Price, the Company shall eitherCompany, 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) In the event that the underwriters’ over-allotment option is exercised in full or in part, the Purchaser shall purchase up to an additional [•] 750,000 Private Placement Warrants (the “Additional Private Placement Warrants”), in the same proportion as the amount of the over-allotment option that is so exercised, and simultaneously with such purchase of Additional Private Placement Warrants, as payment in full for the Additional Private Placement Warrants being purchased hereunder, and at least one (1) business day prior to the closing of such portion of the underwriters’ over-allotment option, Purchaser shall pay $1.50 1.00 per Additional Private Placement Warrant, up to an aggregate amount of $[•]750,000, 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 closing of the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the underwriters’ over-allotment option (such closing date, together with the Initial Closing Date, the “Closing Dates” and each, a “Closing Date”). The closing of the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place at the offices of Xxxx Ellenoff Xxxxxxxx & Schole LLP, counsel for the Company, or such other place as may be agreed upon by the parties hereto.

Purchase and Sale of the Private Placement Warrants. (i) Simultaneously with the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of [•] 4,350,000 Private Placement Warrants at a price of $1.50 1.00 per warrant for an aggregate purchase price of $[•] 4,350,000 (the “Purchase Price”). Purchaser shall pay the Purchase Price by wire transfer of immediately available funds to the trust account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company, acting as trustee (“Continental”), at least one (1) business day prior to the date of effectiveness (the “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 of the Purchase Price, the Company shall eitherCompany, 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) In the event that the underwriters’ over-allotment option is exercised in full or in part, the Purchaser shall purchase up to an additional [•] 390,000 Private Placement Warrants (the “Additional Private Placement Warrants”), in the same proportion as the amount of the over-allotment option that is so exercised, and simultaneously with such purchase of Additional Private Placement Warrants, as payment in full for the Additional Private Placement Warrants being purchased hereunder, and at least one (1) business day prior to the closing of such portion of the underwriters’ over-allotment option, Purchaser shall pay $1.50 1.00 per Additional Private Placement Warrant, up to an aggregate amount of $[•]390,000, 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 closing of the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the underwriters’ over-allotment option (such closing date, together with the Initial Closing Date, the “Closing Dates” and each, a “Closing Date”). The closing of the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place at the offices of Xxxx Ellenoff Xxxxxxxx & Schole LLP, counsel for the Company, or such other place as may be agreed upon by the parties hereto.

Purchase and Sale of the Private Placement Warrants. (i) Simultaneously with As payment in full for 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 [•] 4,479,999 Private Placement Warrants at a price of being purchased under this Agreement, Purchaser shall pay $1.50 per warrant for an aggregate purchase price of $[•] 6,719,998.5 (the “Purchase Price”). Purchaser shall pay the Purchase Price , by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the trust account (the “Trust Account”) at Gxxxxxx Sxxxx Bank USA, maintained by Continental American Stock Transfer & Trust Company, LLC, acting as trustee (“Continental”), at least one (1) business day prior to the date of effectiveness (the “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 of the Purchase Price, the Company shall either, at its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) In the event that the underwriters’ over-allotment underwriter’s option to purchase additional units is exercised in full or in part, the Purchaser shall purchase up to an additional [•] 504,000 Private Placement Warrants (the “Additional Private Placement Warrants”), in the same proportion as the amount of the over-allotment underwriter’s option to purchase additional units that is so exercised, and simultaneously with such purchase of Additional Private Placement Warrants, as payment in full for the Additional Private Placement Warrants being purchased hereunder, and at least one (1) business day prior to the closing of such all or any portion of the underwriters’ over-allotment optionunderwriter’s option to purchase additional units, Purchaser shall pay $1.50 per Additional Private Placement Warrant, up to an aggregate amount of $[•]756,000, by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the Trust Account. (iii) The closing of the purchase and sale of the Private Placement Warrants shall take place simultaneously with the closing of the Public Offering (the “Initial Closing Date”). The closing of the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the underwriters’ over-allotment underwriter’s option to purchase additional units (such closing date, together with the Initial Closing Date, the “Closing Dates” and each, a “Closing Date”). The closing of the purchase and sale of each of the Private Placement Warrants and the Additional Private Placement Warrants, if applicable, Warrants shall take place at the offices of Xxxx Xxxxxxxx Sxxxxxxx & Cxxxxxxx LLP, counsel for the Company100 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, or such other place as may be agreed upon by the parties hereto.

Purchase and Sale of the Private Placement Warrants. (i) Simultaneously with the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of [•] 9,725,092 Private Placement Warrants at a price of $1.50 1.00 per warrant for an aggregate purchase price of $[•] 9,725,092 (the “Purchase Price”). Purchaser shall pay the Purchase Price by wire transfer of immediately available funds to the trust account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company, acting as trustee (“Continental”), at least one (1) business day prior to the date of effectiveness (the “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 of the Purchase Price, the Company shall eitherCompany, 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) In the event that the underwriters’ over-allotment option is exercised in full or in part, the Purchaser shall purchase up to an additional [•] 1,312,500 Private Placement Warrants (the “Additional Private Placement Warrants”), in the same proportion as the amount of the over-allotment option that is so exercised, and simultaneously with such purchase of Additional Private Placement Warrants, as payment in full for the Additional Private Placement Warrants being purchased hereunder, and at least one (1) business day prior to the closing of such portion of the underwriters’ over-allotment option, Purchaser shall pay $1.50 1.00 per Additional Private Placement Warrant, up to an aggregate amount of $[•]1,312,500, 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 closing of the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the underwriters’ over-allotment option (such closing date, together with the Initial Closing Date, the “Closing Dates” and each, a “Closing Date”). The closing of the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place at the offices of Xxxx Ellenoff Xxxxxxxx & Schole LLP, counsel for the Company, or such other place as may be agreed upon by the parties hereto.

Purchase and Sale of the Private Placement Warrants. (i) Simultaneously with the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of [•] 3,200,000 Private Placement Warrants at a price of $1.50 1.00 per warrant for an aggregate purchase price of $[•] 3,200,000 (the “Purchase Price”). Purchaser shall pay the Purchase Price by wire transfer of immediately available funds to the trust account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company, acting as trustee (“Continental”), at least one (1) business day prior to the date of effectiveness (the “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 of the Purchase Price, the Company shall eitherCompany, 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) In Simultaneously with the event that consummation of the underwriters’ closing of the over-allotment option is exercised in full connection with the Public Offering (the “Over-Allotment Option”) or in parton 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”), Purchaser shall purchase up to an additional [•] 300,000 Private Placement Warrants (the “Additional Private Placement Warrants”), in the same proportion as the amount of the over-allotment option that is so exercised, and simultaneously with such purchase of Additional Private Placement Warrants, as payment in full for the Additional Private Placement Warrants being purchased hereunder, and at least one (1) business day prior to the closing of such portion of the underwriters’ overOver-allotment optionAllotment Closing Date, Purchaser shall pay $1.50 1.00 per Additional Private Placement Warrant, up to an aggregate amount of $[•]300,000 (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 closing of On the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the underwriters’ overOver-allotment option (such closing date, together with the Initial Allotment Closing Date, upon the “Closing Dates” and each, a “Closing Date”). The closing payment by the Purchaser of the purchase and sale of the Additional Private Placement WarrantsOver-Allotment Purchase Price, if applicable, shall take place at the offices of Xxxx Xxxxxxxx LLP, counsel for the Company, at its option, shall deliver a certificate evidencing the Additional Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such other place as may be agreed upon by the parties heretodelivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) Simultaneously with the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of [•] 3,333,333 Private Placement Warrants at a price of $1.50 per warrant for an aggregate purchase price of $[•] 4,999,999.50 (the “Purchase Price”). Purchaser shall pay the Purchase Price by wire transfer of immediately available funds to the trust account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company, acting as trustee (“”Continental”), at least one (1) business day prior to the date of effectiveness (the “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 of the Purchase Price, the Company shall eitherCompany, 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) In Simultaneously with the event that consummation of the underwriters’ closing of the over-allotment option is exercised in full connection with the Public Offering (the “Over-Allotment Option”) or in parton 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”), Purchaser shall purchase up to an additional [•] 333,333 Private Placement Warrants (the “Additional Private Placement Warrants”), in the same proportion as the amount of the over-allotment option that is so exercised, and simultaneously with such purchase of Additional Private Placement Warrants, as payment in full for the Additional Private Placement Warrants being purchased hereunder, and at least one (1) business day prior to the closing of such portion of the underwriters’ overOver-allotment optionAllotment Closing Date, Purchaser shall pay $1.50 per Additional Private Placement Warrant, up to an aggregate amount of $[•]499,999.50 (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 closing of On the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the underwriters’ overOver-allotment option (such closing date, together with the Initial Allotment Closing Date, upon the “Closing Dates” and each, a “Closing Date”). The closing payment by the Purchaser of the purchase and sale of the Additional Private Placement WarrantsOver-Allotment Purchase Price, if applicable, shall take place at the offices of Xxxx Xxxxxxxx LLP, counsel for the Company, at its option, shall deliver a certificate evidencing the Additional Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such other place as may be agreed upon by the parties heretodelivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) Simultaneously with the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of [•] 5,650,000 Private Placement Warrants at a price of $1.50 1.00 per warrant for an aggregate purchase price of $[•] 5,650,000 (the “Purchase Price”). Purchaser shall pay the Purchase Price by wire transfer of immediately available funds to the trust account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company, acting as trustee (“”Continental”), at least one (1) business day prior to the date of effectiveness (the “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 of the Purchase Price, the Company shall eitherCompany, 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) In Simultaneously with the event that consummation of the underwriters’ closing of the over-allotment option is exercised in full connection with the Public Offering (the “Over-Allotment Option”) or in parton 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”), Purchaser shall purchase up to an additional [•] 562,500 Private Placement Warrants (the “Additional Private Placement Warrants”), in the same proportion as the amount of the over-allotment option that is so exercised, and simultaneously with such purchase of Additional Private Placement Warrants, as payment in full for the Additional Private Placement Warrants being purchased hereunder, and at least one (1) business day prior to the closing of such portion of the underwriters’ overOver-allotment optionAllotment Closing Date, Purchaser shall pay $1.50 1.00 per Additional Private Placement Warrant, up to an aggregate amount of $[•]562,500 (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 closing of On the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the underwriters’ overOver-allotment option (such closing date, together with the Initial Allotment Closing Date, upon the “Closing Dates” and each, a “Closing Date”). The closing payment by the Purchaser of the purchase and sale of the Additional Private Placement WarrantsOver-Allotment Purchase Price, if applicable, shall take place at the offices of Xxxx Xxxxxxxx LLP, counsel for the Company, at its option, shall deliver a certificate evidencing the Additional Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such other place as may be agreed upon by the parties heretodelivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) Simultaneously with the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of [•] 5,466,667 Private Placement Warrants at a price of $1.50 per warrant for an aggregate purchase price of $[•] 8,200,000 (the “Purchase Price”). Purchaser shall pay the Purchase Price by wire transfer of immediately available funds to the trust account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company, . acting as trustee (“Continental”), at least one (1) business day prior to the date of effectiveness (the “Effective Date”) of the registration statement Registration Statement relating to the Public Offering (the “Registration Statement”)Offering. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company shall eitherCompany, 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) In the event that the underwriters’ over-allotment option is exercised in full or in part, the Purchaser shall purchase up to an additional [•] 600,000 Private Placement Warrants (the “Additional Private Placement Warrants”), in the same proportion as the amount of the over-allotment option that is so exercised, and simultaneously with such purchase of Additional Private Placement Warrants, as payment in full for the Additional Private Placement Warrants being purchased hereunder, and at least one (1) business day prior to the closing of such portion of the underwriters’ over-allotment option, Purchaser shall pay $1.50 per Additional Private Placement Warrant, up to an aggregate amount of $[•]900,000, 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 closing of the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the underwriters’ over-allotment option (such closing date, together with the Initial Closing Date, the “Closing Dates” and each, a “Closing Date”). The closing of the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place at the offices of Pillsbury Xxxxxxxx Xxxx Xxxxxxxx Xxxxxxx LLP, counsel for the Company, or such other place as may be agreed upon by the parties hereto.

Purchase and Sale of the Private Placement Warrants. (i) Simultaneously with 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 [•] Company 2,525,000 Private Placement Warrants at a price of $1.50 1.00 per warrant for an aggregate purchase price of $[•] 2,525,000 (the “Purchase Price”). Purchaser shall pay the The Purchase Price shall be paid by wire transfer of immediately available funds to the trust account (Company in accordance with the “Trust Account”) maintained by Continental Stock Transfer & Trust Company, acting as trustee (“Continental”), ’s wiring instructions at least one (1) business day prior to the date of effectiveness (the “Effective Date”) of the registration statement relating to on Form S-1 (File No. 333-248488) filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) under the Securities Act in connection with the Public Offering (such registration statement, as it may be amended from time to time, the “Registration Statement”). On the Initial Closing Date, the Company, shall either, at its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering, and concurrently with the consummation thereof, or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”; together with the Initial Closing Date, the “Closing Dates” and each, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to an aggregate of 225,000Private Placement Warrants, in the same proportion as the amount of the over-allotment option that is exercised, at a price of $1.00 per warrant for an aggregate purchase price of up to $225,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the 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 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. (ii) In the event that the underwriters’ over-allotment option is exercised in full or in part, the Purchaser shall purchase up to an additional [•] Private Placement Warrants (the “Additional Private Placement Warrants”), in the same proportion as the amount of the over-allotment option that is so exercised, and simultaneously with such purchase of Additional Private Placement Warrants, as payment in full for the Additional Private Placement Warrants being purchased hereunder, and at least one (1) business day prior to the closing of such portion of the underwriters’ over-allotment option, Purchaser shall pay $1.50 per Additional Private Placement Warrant, up to an aggregate amount of $[•], 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 closing of the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the underwriters’ over-allotment option (such closing date, together with the Initial Closing Date, the “Closing Dates” and each, a “Closing Date”). The closing of the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place at the offices of Xxxx Xxxxxxxx LLP, counsel for the Company, or such other place as may be agreed upon by the parties hereto.

Purchase and Sale of the Private Placement Warrants. (i) Simultaneously with the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of [•] 6,000,000 Private Placement Warrants at a price of $1.50 1.00 per warrant for an aggregate purchase price of $[•] 6,000,000 (the “Purchase Price”). Purchaser shall pay the Purchase Price by wire transfer of immediately available funds to the trust account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company, acting as trustee (“Continental”), at least one (1) business day prior to the date of effectiveness (the “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 of the Purchase Price, the Company shall eitherCompany, 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) In the event that the underwriters’ over-allotment option is exercised in full or in part, the Purchaser shall purchase up to an additional [•] 600,000 Private Placement Warrants (the “Additional Private Placement Warrants”), in the same proportion as the amount of the over-allotment option that is so exercised, and simultaneously with such purchase of Additional Private Placement Warrants, as payment in full for the Additional Private Placement Warrants being purchased hereunder, and at least one (1) business day prior to the closing of such portion of the underwriters’ over-allotment option, Purchaser shall pay $1.50 1.00 per Additional Private Placement Warrant, up to an aggregate amount of $[•], 600,000 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 closing of the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the underwriters’ over-allotment option (such closing date, together with the Initial Closing Date, the “Closing Dates” and each, a “Closing Date”). The closing of the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place at the offices of Xxxx Ellenoff Xxxxxxxx & Schole LLP, counsel for the Company, or such other place as may be agreed upon by the parties hereto.

Purchase and Sale of the Private Placement Warrants. (i) Simultaneously with the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of [•] 2,585,000 Private Placement Warrants at a price of $1.50 per warrant for an aggregate purchase price of $[•] 3,877,500 (the “Purchase Price”). Purchaser shall pay the Purchase Price by wire transfer of immediately available funds to the trust account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company, acting as trustee (“Continental”), at least one (1) business day prior to the date of effectiveness (the “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 of the Purchase Price, the Company shall either, at its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) In the event that the underwriters’ over-allotment option is exercised in full or in part, the Purchaser shall purchase up to an additional [•] 214,500 Private Placement Warrants (the “Additional Private Placement Warrants”), in the same proportion as the amount of the over-allotment option that is so exercised, and simultaneously with such purchase of Additional Private Placement Warrants, as payment in full for the Additional Private Placement Warrants being purchased hereunder, and at least one (1) business day prior to the closing of such portion of the underwriters’ over-allotment option, Purchaser shall pay $1.50 per Additional Private Placement Warrant, up to an aggregate amount of $[•]321,750, by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the Trust Account. The closing of the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the underwriters’ over-allotment option (such closing date, together with the Initial Closing Date, the “Closing Dates” and each, a “Closing Date”). The closing of the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place at the offices of Xxxx Pxxx Xxxxxxxx LLP, counsel for the Company, or such other place as may be agreed upon by the parties hereto.

Purchase and Sale of the Private Placement Warrants. (i) Simultaneously with the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of [•] 5,742,560 Private Placement Warrants at a price of $1.50 1.00 per warrant for an aggregate purchase price of $[•] 5,742,560 (the “Purchase Price”). Purchaser shall pay the Purchase Price by wire transfer of immediately available funds to the trust account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company, acting as trustee (“Continental”), at least one (1) business day prior to the date of effectiveness (the “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 of the Purchase Price, the Company shall eitherCompany, 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) In the event that the underwriters’ over-allotment option is exercised in full or in part, the Purchaser shall purchase up to an additional [•] 483,750 Private Placement Warrants (the “Additional Private Placement Warrants”), in the same proportion as the amount of the over-allotment option that is so exercised, and simultaneously with such purchase of Additional Private Placement Warrants, as payment in full for the Additional Private Placement Warrants being purchased hereunder, and at least one (1) business day prior to the closing of such portion of the underwriters’ over-allotment option, Purchaser shall pay $1.50 1.00 per Additional Private Placement Warrant, up to an aggregate amount of $[•]483,750, by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the Trust Account. The closing of the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the underwriters’ over-allotment option (such closing date, together with the Initial Closing Date, the “Closing Dates” and each, a “Closing Date”). The closing of the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place at the offices of Cadwalader, Xxxxxxxxxx & Xxxx Xxxxxxxx LLP, counsel for the Company, or such other place as may be agreed upon by the parties hereto.

Purchase and Sale of the Private Placement Warrants. (i) Simultaneously with On the date of the consummation of the Public Offering (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 14,400,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $14,400,000 (the “Purchase Price”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds in an amount equal to $14,400,000 to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each case in accordance with the Company’s wiring instructions, at least one (1) business day prior to the IPO Closing Date. On the IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of the closing of the 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 (the “Initial Option Closing Date”, and each Option Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of [•] up to 1,500,000 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 $1.50 1.00 per warrant for an aggregate purchase price of up to $[•] 1,500,000 (the “Option Purchase Price”). The Purchaser shall pay the Option Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the trust account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company, acting as trustee (“Continental”), at least one (1) business day prior to the date of effectiveness (the “Effective Option Closing Date”) of the registration statement relating to the Public Offering (the “Registration Statement”). On the Initial Option Closing Date, upon subject to the payment by receipt of funds pursuant to the Purchaser of the Purchase Priceimmediately prior sentence, the Company shall eithershall, 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. (ii) In the event that the underwriters’ over-allotment option is exercised in full or in part, the Purchaser shall purchase up to an additional [•] Private Placement Warrants (the “Additional Private Placement Warrants”), in the same proportion as the amount of the over-allotment option that is so exercised, and simultaneously with such purchase of Additional Private Placement Warrants, as payment in full for the Additional Private Placement Warrants being purchased hereunder, and at least one (1) business day prior to the closing of such portion of the underwriters’ over-allotment option, Purchaser shall pay $1.50 per Additional Private Placement Warrant, up to an aggregate amount of $[•], 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 closing of the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the underwriters’ over-allotment option (such closing date, together with the Initial Closing Date, the “Closing Dates” and each, a “Closing Date”). The closing of the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place at the offices of Xxxx Xxxxxxxx LLP, counsel for the Company, or such other place as may be agreed upon by the parties hereto.

Purchase and Sale of the Private Placement Warrants. (i) Simultaneously with the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of [•] 12,290,000 Private Placement Warrants at a price of $1.50 1.00 per warrant for an aggregate purchase price of $[•] 12,290,000 (the “Purchase Price”). Purchaser shall pay the Purchase Price by wire transfer of immediately available funds to the trust account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company, . acting as trustee (“Continental”), at least one (1) business day prior to the date of effectiveness (the “Effective Date”) of the registration statement Registration Statement relating to the Public Offering (the “Registration Statement”)Offering. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company shall eitherCompany, 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) In the event that the underwriters’ over-allotment option is exercised in full or in part, the Purchaser shall purchase up to an additional [•] 1,566,000 Private Placement Warrants (the “Additional Private Placement Warrants”), in the same proportion as the amount of the over-allotment option that is so exercised, and simultaneously with such purchase of Additional Private Placement Warrants, as payment in full for the Additional Private Placement Warrants being purchased hereunder, and at least one (1) business day prior to the closing of such portion of the underwriters’ over-allotment option, Purchaser shall pay $1.50 1.00 per Additional Private Placement Warrant, up to an aggregate amount of $[•]1,566,000, 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 closing of the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the underwriters’ over-allotment option (such closing date, together with the Initial Closing Date, the “Closing Dates” and each, a “Closing Date”). The closing of the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place at the offices of Pillsbury Xxxxxxxx Xxxx Xxxxxxxx Xxxxxxx LLP, counsel for the Company, or such other place as may be agreed upon by the parties hereto.

Purchase and Sale of the Private Placement Warrants. (i) Simultaneously with 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 [•] Company 2,525,000 Private Placement Warrants at a price of $1.50 1.00 per warrant for an aggregate purchase price of $[•] 2,525,000 (the “Purchase Price”). Purchaser shall pay the The Purchase Price shall be paid by wire transfer of immediately available funds to the trust account (Company in accordance with the “Trust Account”) maintained by Continental Stock Transfer & Trust Company, acting as trustee (“Continental”), ’s wiring instructions at least one (1) business day prior to the date of effectiveness (the “Effective Date”) of the registration statement relating to on Form S-1 (File No. 333-248488) filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) under the Securities Act in connection with the Public Offering (such registration statement, as it may be amended from time to time, the “Registration Statement”) and substantially concurrently with the funding of the purchase prices contemplated under that certain subscription agreement dated May 7, 2021 entered into by ASJC Global LLC – Series 9, as accepted and agreed by the Purchaser and Water by Nordic AB (the “Sponsor”), and that certain subscription agreement dated May 7, 2021 entered into by Xxxxx Sponsor LLC – A 9 RS as accepted and agreed by the Purchaser and Sponsor (collectively, the “Subscription Agreements”) and that certain Securities Purchase Agreement dated May 7, 2021 entered into by and among the Purchaser, the Company and the Sponsor (the “Securities Purchase Agreement”). On the Initial Closing Date, the Company, shall either, at its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering, and concurrently with the consummation thereof, or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”; together with the Initial Closing Date, the “Closing Dates” and each, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to an aggregate of 225,000 Private Placement Warrants, in the same proportion as the amount of the over-allotment option that is exercised, at a price of $1.00 per warrant for an aggregate purchase price of up to $225,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the 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 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. (ii) In the event that the underwriters’ over-allotment option is exercised in full or in part, the Purchaser shall purchase up to an additional [•] Private Placement Warrants (the “Additional Private Placement Warrants”), in the same proportion as the amount of the over-allotment option that is so exercised, and simultaneously with such purchase of Additional Private Placement Warrants, as payment in full for the Additional Private Placement Warrants being purchased hereunder, and at least one (1) business day prior to the closing of such portion of the underwriters’ over-allotment option, Purchaser shall pay $1.50 per Additional Private Placement Warrant, up to an aggregate amount of $[•], 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 closing of the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the underwriters’ over-allotment option (such closing date, together with the Initial Closing Date, the “Closing Dates” and each, a “Closing Date”). The closing of the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place at the offices of Xxxx Xxxxxxxx LLP, counsel for the Company, or such other place as may be agreed upon by the parties hereto.

Purchase and Sale of the Private Placement Warrants. (i) Simultaneously with the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of [•] 8,104,244 Private Placement Warrants at a price of $1.50 1.00 per warrant for an aggregate purchase price of $[•] 8,104,244 (the “Purchase Price”). Purchaser shall pay the Purchase Price by wire transfer of immediately available funds to the trust account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company, acting as trustee (“Continental”), at least one (1) business day prior to the date of effectiveness (the “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 of the Purchase Price, the Company shall eitherCompany, 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) In the event that the underwriters’ over-allotment option is exercised in full or in part, the Purchaser shall purchase up to an additional [•] 1,050,000 Private Placement Warrants (the “Additional Private Placement Warrants”), in the same proportion as the amount of the over-allotment option that is so exercised, and simultaneously with such purchase of Additional Private Placement Warrants, as payment in full for the Additional Private Placement Warrants being purchased hereunder, and at least one (1) business day prior to the closing of such portion of the underwriters’ over-allotment option, Purchaser shall pay $1.50 1.00 per Additional Private Placement Warrant, up to an aggregate amount of $[•]1,050,000, 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 closing of the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the underwriters’ over-allotment option (such closing date, together with the Initial Closing Date, the “Closing Dates” and each, a “Closing Date”). The closing of the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place at the offices of Xxxx Ellenoff Xxxxxxxx & Schole LLP, counsel for the Company, or such other place as may be agreed upon by the parties hereto.

Purchase and Sale of the Private Placement Warrants. (i) Simultaneously with the consummation initial closing of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of [•] 4,000,000 Private Placement Warrants at a price of $1.50 1.00 per warrant (the “Purchase Price”) for an aggregate purchase price of $[•] (the “Purchase Price”). Purchaser 4,000,000, which shall pay the Purchase Price be paid by wire transfer of immediately available funds to in accordance with the 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 date of effectiveness (the “Effective Date”) of the registration statement relating to the Public Offering (the “Registration Statement”)’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, deliver to Purchaser 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) In the event that the underwriters’ over-allotment option is exercised in full or in part, the Purchaser shall purchase up to an Simultaneously with any additional [•] Private Placement Warrants (the “Additional Private Placement Warrants”), in the same proportion as the amount of the over-allotment option that is so exercised, and simultaneously with such purchase of Additional Private Placement Warrants, as payment in full for the Additional Private Placement Warrants being purchased hereunder, and at least one (1) business day prior to the closing of such portion of the underwriters’ over-allotment option, Purchaser shall pay $1.50 per Additional Private Placement Warrant, up to an aggregate amount of $[•], 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 closing of the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place simultaneously Public Offering in connection with the closing exercise by the underwriters in the Public Offering of all or any portion of the underwriters’ over-allotment their option to purchase additional units (such closing date, an “Option Closing Date,” together with the Initial Closing Date, the “Closing Dates” and each, each a “Closing Date”). The closing of , the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase and sale of from the Additional Company, additional Private Placement Warrants, if applicable, shall take place at the offices Purchase Price, in such amount as is necessary to maintain funds held in the Trust Account (as defined below) at $10.00 per unit, up to an aggregate of Xxxx Xxxxxxxx LLP375,000 additional Private Placement Warrants. On any Option Closing Date, counsel for upon the Company, or such other place as may be agreed upon payment by the parties heretoPurchaser of the Purchase Price, the Company shall deliver to Purchaser a certificate evidencing such additional Private Placement Warrants duly registered in the Purchaser’s name or effect such delivery in book-entry form. For the avoidance of doubt, an Option Closing Date may occur on the same date as the Initial Closing Date.

Purchase and Sale of the Private Placement Warrants. (i) Simultaneously with On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of [•] 7,800,000 Private Placement Warrants at a price of $1.50 per warrant for an aggregate purchase price of $[•] 11,700,000 (the “Purchase Price”)) in the amount set forth opposite the Purchaser’s name in Schedule I hereto. The Purchaser shall pay the Purchase Price set forth opposite the Purchaser’s name in Schedule I by wire transfer of immediately available funds to in accordance with the trust account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company, acting as trustee (“Continental”)’s wiring instructions, at least one (1) business day prior to the IPO Closing Date. On the IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of effectiveness the closing of the 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 (the “Effective Option Closing Date”, and each Option Closing Date (if any) of and the registration statement relating to the Public Offering (the “Registration Statement”). On the Initial IPO Closing Date, upon the payment by the Purchaser of the Purchase Pricea “Closing Date”), the Company shall eitherissue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of up to 800,000 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 $1.50 per warrant for an aggregate purchase price of up to $1,200,000 (the “Option Purchase Price”). The Purchaser shall pay the Option Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds at least one (1) business day prior to the Option Closing Date. On the Option Closing Date, subject to the receipt of funds pursuant to the immediately 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, or effect such delivery in book-entry form. (ii) In the event that the underwriters’ over-allotment option is exercised in full or in part, the Purchaser shall purchase up to an additional [•] Private Placement Warrants (the “Additional Private Placement Warrants”), in the same proportion as the amount of the over-allotment option that is so exercised, and simultaneously with such purchase of Additional Private Placement Warrants, as payment in full for the Additional Private Placement Warrants being purchased hereunder, and at least one (1) business day prior to the closing of such portion of the underwriters’ over-allotment option, Purchaser shall pay $1.50 per Additional Private Placement Warrant, up to an aggregate amount of $[•], 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 closing of the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the underwriters’ over-allotment option (such closing date, together with the Initial Closing Date, the “Closing Dates” and each, a “Closing Date”). The closing of the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place at the offices of Xxxx Xxxxxxxx LLP, counsel for the Company, or such other place as may be agreed upon by the parties hereto.

Purchase and Sale of the Private Placement Warrants. (i) Simultaneously with As payment in full for 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 “11,450,000 Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of [•] Private Placement Warrants at a price of being purchased under this Agreement, Purchaser shall pay $1.50 per warrant for an aggregate purchase price of $[•] 5,725,000 (the “Purchase Price”). Purchaser shall pay the Purchase Price , by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the trust account (the “Trust Account”) at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Companyan independent third party, acting as trustee trustee, or into an escrow account maintained by Ellenoff Gxxxxxxx & Schole LLP (“ContinentalEG&S”), counsel for the Company, at least one (1) business day prior to the date of effectiveness (the “Effective Date”) of the registration statement relating to be filed in connection with the Public Offering (the “Registration Statement”). On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company shall either, at its option, 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) In the event that the underwriters’ over-allotment option is exercised in full or in part, the Purchaser shall purchase up to an additional [•] the 1,200,000 Additional Private Placement Warrants (the “Additional Private Placement Warrants”), in the same proportion as the amount of the over-allotment option that is so exercised, and simultaneously with such purchase of Additional Private Placement Warrants, as payment in full for the Additional Private Placement Warrants being purchased hereunder, and at least one (1) business day prior to the closing of such all or any portion of the underwriters’ over-allotment option, Purchaser shall pay $1.50 0.50 per Additional Private Placement Warrant, up to an aggregate amount of $[•]600,000, by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the Trust Account. (iii) Notwithstanding anything to the contrary contained in this Agreement, the number of Private Placement Warrants to be purchased hereunder may be reduced (at the discretion of the Purchaser) by up to 2,000,000 based on the following formula: (a) the amount of the Sponsor Raised Capital (up to the Maximum Sponsor Raised Capital Amount), (b) multiplied by 1% (the difference between the underwriting discounts and commissions for gross proceeds received from investors of the underwriters and investors first introduced to the underwriters by the Purchaser), and (c) divided by $0.50 (the purchase price per Private Placement Warrant). (iv) The closing of the purchase and sale of the Initial Private Placement Warrants shall take place simultaneously with the closing of the Public Offering (the “Initial Closing Date”). The closing of the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the underwriters’ over-allotment option (such closing date, together with the Initial Closing Date, the “Closing Dates” and each, a “Closing Date”). The closing of the purchase and sale of each of the Initial Private Placement Warrants and the Additional Private Placement Warrants, if applicable, Warrants shall take place at the offices of Xxxx Xxxxxxxx LLPEG&S, counsel for the Company1000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, or such other place as may be agreed upon by the parties hereto.

Purchase and Sale of the Private Placement Warrants. (i) Simultaneously with the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of [•] 5,750,000 Private Placement Warrants at a price of $1.50 1.00 per warrant for an aggregate purchase price of $[•] 5,750,000 (the “Purchase Price”). Purchaser shall pay the Purchase Price by wire transfer of immediately available funds to the trust account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company, acting as trustee (“”Continental”), at least one (1) business day prior to the date of effectiveness (the “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 of the Purchase Price, the Company shall eitherCompany, 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) In the event that the underwriters’ over-allotment option is exercised in full or in part, the Purchaser shall purchase up to an additional [•] 600,000 Private Placement Warrants (the “Additional Private Placement Warrants”), in the same proportion as the amount of the over-allotment option that is so exercised, and simultaneously with such purchase of Additional Private Placement Warrants, as payment in full for the Additional Private Placement Warrants being purchased hereunder, and at least one (1) business day prior to the closing of such portion of the underwriters’ over-allotment option, Purchaser shall pay $1.50 1.00 per Additional Private Placement Warrant, up to an aggregate amount of $[•]600,000, 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 closing of the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the underwriters’ over-allotment option (such closing date, together with the Initial Closing Date, the “Closing Dates” and each, a “Closing Date”). The closing of the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place at the offices of Xxxx Xxxxxxxx Ellenoff Gxxxxxxx & Schole LLP, counsel for the Company, or such other place as may be agreed upon by the parties hereto.

Purchase and Sale of the Private Placement Warrants. (i) Simultaneously with On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of [•] 7,000,000 Private Placement Warrants at a price of $1.50 1.00 per warrant for an aggregate purchase price of $[•] 7,000,000 (the “Purchase Price”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds in the following amounts: (i) $2,000,000 to the Company at a financial institution to be chosen by the Company, and (ii) $5,000,000 to the trust account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “ContinentalTrust 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 IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of effectiveness the closing of the 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 (the “Effective Over-Allotment Closing Date”) of the registration statement relating to the Public Offering (the “Registration Statement”). On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company shall eitherissue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 600,000 Private Placement Warrants (or, to the extent the 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 (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 Trust Account, at least one (1) business day prior to the Over-Allotment Closing Date. On the Over-Allotment Closing Date, subject to the receipt of funds pursuant to the immediately 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. (ii) In the event that the underwriters’ over-allotment option is exercised in full or in part, the Purchaser shall purchase up to an additional [•] Private Placement Warrants (the “Additional Private Placement Warrants”), in the same proportion as the amount of the over-allotment option that is so exercised, and simultaneously with such purchase of Additional Private Placement Warrants, as payment in full for the Additional Private Placement Warrants being purchased hereunder, and at least one (1) business day prior to the closing of such portion of the underwriters’ over-allotment option, Purchaser shall pay $1.50 per Additional Private Placement Warrant, up to an aggregate amount of $[•], 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 closing of the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the underwriters’ over-allotment option (such closing date, together with the Initial Closing Date, the “Closing Dates” and each, a “Closing Date”). The closing of the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place at the offices of Xxxx Xxxxxxxx LLP, counsel for the Company, or such other place as may be agreed upon by the parties hereto.

Purchase and Sale of the Private Placement Warrants. (i) Simultaneously with the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of [•] 2,700,000 Private Placement Warrants at a price of $1.50 1.00 per warrant for an aggregate purchase price of $[•] 2,700,000 (the “Purchase Price”). Purchaser shall pay the Purchase Price by wire transfer of immediately available funds to the trust account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company, acting as trustee (“”Continental”), at least one (1) business day prior to the date of effectiveness (the “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 of the Purchase Price, the Company shall eitherCompany, 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) In Simultaneously with the event that consummation of the underwriters’ closing of the over-allotment option is exercised in full connection with the Public Offering (the “Over-Allotment Option”) or in parton 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”), Purchaser shall purchase up to an additional [•] 225,000 Private Placement Warrants (the “Additional Private Placement Warrants”), in the same proportion as the amount of the over-allotment option that is so exercised, and simultaneously with such purchase of Additional Private Placement Warrants, as payment in full for the Additional Private Placement Warrants being purchased hereunder, and at least one (1) business day prior to the closing of such portion of the underwriters’ overOver-allotment optionAllotment Closing Date, Purchaser shall pay $1.50 1.00 per Additional Private Placement Warrant, up to an aggregate amount of $[•]225,000 (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 closing of On the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the underwriters’ overOver-allotment option (such closing date, together with the Initial Allotment Closing Date, upon the “Closing Dates” and each, a “Closing Date”). The closing payment by the Purchaser of the purchase and sale of the Additional Private Placement WarrantsOver-Allotment Purchase Price, if applicable, shall take place at the offices of Xxxx Xxxxxxxx LLP, counsel for the Company, at its option, shall deliver a certificate evidencing the Additional Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such other place as may be agreed upon by the parties heretodelivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) Simultaneously with the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of [•] 4,265,000 Private Placement Warrants at a price of $1.50 1.00 per warrant for an aggregate purchase price of $[•] 4,265,000 (the “Purchase Price”). Purchaser shall pay the Purchase Price by wire transfer of immediately available funds to the trust account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company, acting as trustee (“Continental”), at least one (1) business day prior to the date of effectiveness (the “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 of the Purchase Price, the Company shall eitherCompany, 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) In Simultaneously with the event that consummation of the underwriters’ closing of the over-allotment option is exercised in full connection with the Public Offering (the “Over-Allotment Option”) or in parton 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”), Purchaser shall purchase up to an additional [•] 390,000 Private Placement Warrants (the “Additional Private Placement Warrants”), in the same proportion as the amount of the over-allotment option that is so exercised, and simultaneously with such purchase of Additional Private Placement Warrants, as payment in full for the Additional Private Placement Warrants being purchased hereunder, and at least one (1) business day prior to the closing of such portion of the underwriters’ overOver-allotment optionAllotment Closing Date, Purchaser shall pay $1.50 1.00 per Additional Private Placement Warrant, up to an aggregate amount of $[•]390,000 (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 closing of On the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the underwriters’ overOver-allotment option (such closing date, together with the Initial Allotment Closing Date, upon the “Closing Dates” and each, a “Closing Date”). The closing payment by the Purchaser of the purchase and sale of the Additional Private Placement WarrantsOver-Allotment Purchase Price, if applicable, shall take place at the offices of Xxxx Xxxxxxxx LLP, counsel for the Company, at its option, shall deliver a certificate evidencing the Additional Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such other place as may be agreed upon by the parties heretodelivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) Simultaneously with the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of [•] 2,865,500 Private Placement Warrants at a price of $1.50 1.00 per warrant for an aggregate purchase price of $[•] 3,105,575 (the “Purchase Price”). Purchaser shall pay the Purchase Price by wire transfer of immediately available funds to the trust account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company, acting as trustee (“Continental”), at least one (1) business day prior to the date of effectiveness (the “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 of the Purchase Price, the Company shall eitherCompany, 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) In Simultaneously with the event that consummation of the underwriters’ closing of the over-allotment option is exercised in full connection with the Public Offering (the “Over-Allotment Option”) or in parton 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”), Purchaser shall purchase up to an additional [•] 240,000 Private Placement Warrants (the “Additional Private Placement Warrants”), in the same proportion as the amount of the over-allotment option that is so exercised, and simultaneously with such purchase of Additional Private Placement Warrants, as payment in full for the Additional Private Placement Warrants being purchased hereunder, and at least one (1) business day prior to the closing of such portion of the underwriters’ overOver-allotment optionAllotment Closing Date, Purchaser shall pay $1.50 1.00 per Additional Private Placement Warrant, up to an aggregate amount of $[•]240,000 (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 closing of On the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the underwriters’ overOver-allotment option (such closing date, together with the Initial Allotment Closing Date, upon the “Closing Dates” and each, a “Closing Date”). The closing payment by the Purchaser of the purchase and sale of the Additional Private Placement WarrantsOver-Allotment Purchase Price, if applicable, shall take place at the offices of Xxxx Xxxxxxxx LLP, counsel for the Company, at its option, shall deliver a certificate evidencing the Additional Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such other place as may be agreed upon by the parties heretodelivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) Simultaneously with 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 [•] 10,000,000 Private Placement Warrants at a price of $1.50 1.00 per warrant for an aggregate purchase price of $[•] 10,000,000 (the “Purchase Price”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds in the following amounts: (i) $2,000,000 to the Company at a financial institution to be chosen by the Company, and (ii) $7,000,000 to the trust account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “ContinentalTrust 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 IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of effectiveness the closing of the 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 (the “Effective Over-Allotment Closing Date”) of the registration statement relating to the Public Offering (the “Registration Statement”). On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company shall eitherissue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 1,050,000 Private Placement Warrants (or, to the extent the 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 $1,050,000 (the “Over-Allotment Purchase Price”). The Purchaser shall pay the Over-Allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Trust Account, at least one (1) business day prior to the Over-Allotment Closing Date. On the Over-Allotment Closing Date, subject to the receipt of funds pursuant to the immediately 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. (ii) In the event that the underwriters’ over-allotment option is exercised in full or in part, the Purchaser shall purchase up to an additional [•] Private Placement Warrants (the “Additional Private Placement Warrants”), in the same proportion as the amount of the over-allotment option that is so exercised, and simultaneously with such purchase of Additional Private Placement Warrants, as payment in full for the Additional Private Placement Warrants being purchased hereunder, and at least one (1) business day prior to the closing of such portion of the underwriters’ over-allotment option, Purchaser shall pay $1.50 per Additional Private Placement Warrant, up to an aggregate amount of $[•], 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 closing of the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the underwriters’ over-allotment option (such closing date, together with the Initial Closing Date, the “Closing Dates” and each, a “Closing Date”). The closing of the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place at the offices of Xxxx Xxxxxxxx LLP, counsel for the Company, or such other place as may be agreed upon by the parties hereto.

Purchase and Sale of the Private Placement Warrants. (i) Simultaneously with the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “"Initial Closing Date”"), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of [•] 5,225,000 Private Placement Warrants at a price of $1.50 1.00 per warrant for an aggregate purchase price of $[•] 5,225,000 (the “"Purchase Price”"). Purchaser shall pay the Purchase Price by wire transfer of immediately available funds to the trust account (the “"Trust Account”") maintained by Continental Stock Transfer & Trust Company, acting as trustee (“"Continental”"), at least one (1) business day prior to the date of effectiveness (the “"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 of the Purchase Price, the Company shall eitherCompany, 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 's name to the Purchaser, Purchaser or effect such delivery in book-entry form. (ii) In the event that the underwriters’ ' over-allotment option is exercised in full or in part, the Purchaser shall purchase up to an additional [•] 375,000 Private Placement Warrants (the “"Additional Private Placement Warrants”"), in the same proportion as the amount of the over-allotment option that is so exercised, and simultaneously with such purchase of Additional Private Placement Warrants, as payment in full for the Additional Private Placement Warrants being purchased hereunder, and at least one (1) business day prior to the closing of such portion of the underwriters’ ' over-allotment option, Purchaser shall pay $1.50 1.00 per Additional Private Placement Warrant, up to an aggregate amount of $[•]375,000, 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 closing of the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the underwriters’ ' over-allotment option (such closing date, together with the Initial Closing Date, the “"Closing Dates” " and each, a “"Closing Date”"). The closing of the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place at the offices of Xxxx Xxxxxxxx DLA Piper LLP, counsel for the Company, or such other place as may be agreed upon by the parties hereto.

Purchase and Sale of the Private Placement Warrants. (i) Simultaneously with the consummation initial closing of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of [•] 7,400,000 Private Placement Warrants at a price of $1.50 1.00 per warrant (the “Purchase Price”) for an aggregate purchase price of $[•] (the “Purchase Price”). Purchaser 7,400,000, which shall pay the Purchase Price be paid by wire transfer of immediately available funds funds, or by such other method as may be reasonably acceptable to the Company, deposited into the trust account (the “Trust Account”) at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee (“Continental”)trustee, at least one (1) business day prior to the date of effectiveness (the “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 of the Purchase Price, the Company shall either, at its option, deliver to Purchaser 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) In Simultaneously with any additional closing of the event that Public Offering in connection with the underwriters’ over-allotment exercise by the underwriters in the Public Offering of their option is exercised in full or in partto purchase additional units (an “Option Closing Date,” together with the Initial Closing Date, the “Closing Dates” and each a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase up to an from the Company, additional [•] Private Placement Warrants (the “Additional Private Placement Warrants”), ) at the Purchase Price in such amount as is necessary to maintain funds held in the same proportion as the amount Trust Account at $10.05 per unit, up to an aggregate of the over-allotment option that is so exercised750,000 Additional Private Placement Warrants, and simultaneously with such purchase of Additional Private Placement Warrants, as payment in full for the Additional Private Placement Warrants being purchased hereunder, and at least one (1) business day prior to the closing of such all or any portion of the underwriters’ over-allotment option, Purchaser shall pay $1.50 1.00 per Additional Private Placement Warrant, up to an aggregate amount of $[•]750,000, by wire transfer of immediately available funds funds, or by such other method as may be reasonably acceptable to the Company, to the Trust Account,. On any Option Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company shall deliver to Purchaser a certificate evidencing such additional Private Placement Warrants duly registered in the Purchaser’s name or effect such delivery in book-entry form. For the avoidance of doubt, an Option Closing Date may occur on the same date as the Initial Closing Date. The closing of the purchase and sale of each of the Private Placement Warrants and the Additional Private Placement Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the underwriters’ over-allotment option (such closing date, together with the Initial Closing Date, the “Closing Dates” and each, a “Closing Date”). The closing of the purchase and sale of the Additional Private Placement Warrants, if applicable, Warrants shall take place at the offices of Xxxx Xxxxxxxx Ellenoff Gxxxxxxx & Schole LLP, counsel for the Company1000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, or such other place as may be agreed upon by the parties hereto.

Purchase and Sale of the Private Placement Warrants. (i) Simultaneously with the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of [•] 11,850,000 Private Placement Warrants at a price of $1.50 1.00 per warrant for an aggregate purchase price of $[•] 11,850,000 (the “Purchase Price”). Purchaser shall pay the Purchase Price by wire transfer of immediately available funds to the trust account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company, . acting as trustee (“Continental”), at least one (1) business day prior to the date of effectiveness (the “Effective Date”) of the registration statement Registration Statement relating to the Public Offering (the “Registration Statement”)Offering. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company shall eitherCompany, 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) In the event that the underwriters’ over-allotment option is exercised in full or in part, the Purchaser shall purchase up to an additional [•] 1,500,000 Private Placement Warrants (the “Additional Private Placement Warrants”), in the same proportion as the amount of the over-allotment option that is so exercised, and simultaneously with such purchase of Additional Private Placement Warrants, as payment in full for the Additional Private Placement Warrants being purchased hereunder, and at least one (1) business day prior to the closing of such portion of the underwriters’ over-allotment option, Purchaser shall pay $1.50 1.00 per Additional Private Placement Warrant, up to an aggregate amount of $[•]1,500,000, 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 closing of the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the underwriters’ over-allotment option (such closing date, together with the Initial Closing Date, the “Closing Dates” and each, a “Closing Date”). The closing of the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place at the offices of Pillsbury Xxxxxxxx Xxxx Xxxxxxxx Xxxxxxx LLP, counsel for the Company, or such other place as may be agreed upon by the parties hereto.

Purchase and Sale of the Private Placement Warrants. (i) Simultaneously with the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of [•] 3,265,000 Private Placement Warrants at a price of $1.50 1.00 per warrant for an aggregate purchase price of $[•] 3,265,000 (the “Purchase Price”). Purchaser shall pay the Purchase Price by wire transfer of immediately available funds to the trust account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company, acting as trustee (“Continental”), at least one (1) business day prior to the date of effectiveness (the “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 of the Purchase Price, the Company shall eitherCompany, 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) In Simultaneously with the event that consummation of the underwriters’ closing of the over-allotment option is exercised in full connection with the Public Offering (the “Over-Allotment Option”) or in parton 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”), Purchaser shall purchase up to an additional [•] 300,000 Private Placement Warrants (the “Additional Private Placement Warrants”), in the same proportion as the amount of the over-allotment option that is so exercised, and simultaneously with such purchase of Additional Private Placement Warrants, as payment in full for the Additional Private Placement Warrants being purchased hereunder, and at least one (1) business day prior to the closing of such portion of the underwriters’ overOver-allotment optionAllotment Closing Date, Purchaser shall pay $1.50 1.00 per Additional Private Placement Warrant, up to an aggregate amount of $[•]300,000 (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 closing of On the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the underwriters’ overOver-allotment option (such closing date, together with the Initial Allotment Closing Date, upon the “Closing Dates” and each, a “Closing Date”). The closing payment by the Purchaser of the purchase and sale of the Additional Private Placement WarrantsOver-Allotment Purchase Price, if applicable, shall take place at the offices of Xxxx Xxxxxxxx LLP, counsel for the Company, at its option, shall deliver a certificate evidencing the Additional Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such other place as may be agreed upon by the parties heretodelivery in book-entry form.