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 4,250,000 Private Placement Warrants at a price of $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, 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) 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 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 $1.00 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 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 4,250,000 4,750,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $4,250,000 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, 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) In the event that the underwriters’ over-allotment option is exercised in full or in part, the Purchaser shall purchase up to an additional 375,000 450,000 Private Placement Warrants (the “Additional Private Placement Warrants”), in the same proportion as the amount of the 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 $1.00 per Additional Private Placement Warrant, up to an aggregate amount of $375,000450,000, 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 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 4,250,000 5,500,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $4,250,000 5,500,000 (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, 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) In the event that the underwriters’ over-allotment option is exercised in full or in part, the Purchaser shall purchase up to an additional 375,000 562,500 Private Placement Warrants (the “Additional Private Placement Warrants”), in the same proportion as the amount of the 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 $1.00 per Additional Private Placement Warrant, up to an aggregate amount of $375,000562,500, 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 Ellenoff Xxxxxxxx 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 Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to an aggregate of 4,250,000 6,250,000 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to $4,250,000 9,375,000 (the “Purchase Price”). Purchaser , which shall pay the Purchase Price 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. 333-253569) filed in connection with 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 either, at its option, shall deliver a certificate certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. On the date of the consummation of the closing of the underwriters’ option to purchase additional units in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Underwriters’ Option Closing Date,” and each Underwriters’ Option Closing Date (if any) and the Initial Closing Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to an aggregate of 600,000 Private Placement Warrants, in the same proportion as the amount of the underwriters’ option to purchase additional units that is exercised, at a price of $1.50 per warrant for an aggregate purchase price of up to $900,000 (if the underwriters’ option to purchase additional units in connection with the Public Offering is exercised in full) (the “Underwriters’ Option 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 Underwriters’ Option Closing Date, upon the payment by the Purchaser of the Underwriters’ Option Purchase Price payable by them by wire transfer of immediately available funds to the Company, the Company shall either, at its option, deliver certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) 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 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 $1.00 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 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 On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser Purchasers and the Company (the “Initial Closing Date”), the Company shall issue and sell to the PurchaserPurchasers, and the Purchaser Purchasers shall purchase from the Company, an aggregate of 4,250,000 the Private Placement Warrants Warrants, allocated among the Purchasers as set forth in Schedule A hereto, at a price of $1.00 1.25 per warrant warrant, for an aggregate purchase price of $4,250,000 6,000,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one (1) business day prior to the Closing Date. Purchaser shall pay On the Closing Date, upon the payment by the Purchasers of the Purchase Price by wire transfer of immediately available funds to the trust account Company, the Company shall, at its option, deliver certificates evidencing the Private Placement Warrants duly registered in the Purchasers’ names to the Purchasers, or effect such delivery in book-entry form. 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 Purchasers and the Company (the “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 Purchasers, and the Purchasers shall purchase from the Company, up to 495,000 Private Placement Warrants (or, to the extent the option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the option that is exercised) at a price of $1.25 per warrant for an aggregate purchase price of up to $618,750 (the “Option Purchase Price”). The Purchasers 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”) 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 CompanyCompany shall, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name Purchasers’ names to the Purchaser Purchasers 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 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 $1.00 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 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 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 4,250,000 3,000,000 Private Placement Warrants at a price of $1.00 per warrant Private Placement Warrant for an aggregate purchase price of $4,250,000 3,000,000 (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 in the following amount: $3,000,000 to the trust account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “ContinentalTrust Account”), at least one (1) business day prior to the date of effectiveness (the “Effective IPO Closing Date”) of the registration statement relating to the Public Offering (the “Registration Statement”). On the Initial IPO Closing Date, upon subject to the payment by receipt of funds pursuant to the Purchaser of the Purchase Priceimmediately preceding sentence, the CompanyCompany shall, 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) In On the event that date of the underwriters’ over-allotment closing of the option is exercised to purchase additional units, if any, in full connection with the Public Offering or in parton such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “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, up to an additional 375,000 450,000 Private Placement Warrants (or, to the “Additional extent the option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants”), Warrants in proportion to the same proportion as the amount portion of the option that is so exercised, and simultaneously with such purchase ) at a price of Additional $1.00 per Private Placement Warrants, as payment Warrant for an aggregate purchase price of up to $450,000 (the “Option Purchase Price”). The Purchaser shall pay the Option Purchase Price in full for accordance with the Additional Private Placement Warrants being purchased hereunder, and Company’s wiring instructions by wire transfer of immediately available funds to the Trust Account at least one (1) business day prior to the closing Option Closing Date. On the Option 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. (iii) Within two business days of the date the Purchaser receives notice from the Sponsor that it intends to extend the period of time the Company will have to complete an initial business combination by an additional three months pursuant to the terms of the Company’s amended and restated memorandum and articles of association, the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 585,609 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 underwriters’ overoption that is exercised), at a price of $1.00 per Private Placement Warrant for an aggregate purchase price of up to $585,609 (the “Extension Purchase Price”). The Sponsor has the right to extend the period of time the Company will have to complete an initial business combination up to two times and can accelerate the second three-allotment optionmonth extension, as further described in the Registration Statement. The Purchaser is obligated to purchase Private Placement Warrants at the Extension Purchase Price in connection with each extension. The Purchaser shall pay $1.00 per Additional Private Placement Warrant, up to an aggregate amount of $375,000, the Extension Purchase Price in accordance with the Company’s wiring instructions 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 Account within two (2) business days of the purchase and sale date the Purchaser receives notice from the Sponsor that it intends to extend the period of time the Additional Company will have to complete an initial business combination. 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, if applicable, shall take place simultaneously with Warrants purchased on such date duly registered in the closing of all Purchaser’s name to the Purchaser or any portion of the underwriters’ overeffect such delivery in book-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 Ellenoff Xxxxxxxx & Schole LLP, counsel for the Company, or such other place as may be agreed upon by the parties heretoentry 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 4,250,000 7,517,560 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $4,250,000 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, 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) In the event that the underwriters’ over-allotment option is exercised in full or in part, the Purchaser shall purchase up to an additional 375,000 750,000 Private Placement Warrants (the “Additional Private Placement Warrants”), in the same proportion as the amount of the 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 $1.00 per Additional Private Placement Warrant, up to an aggregate amount of $375,000750,000, 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 Ellenoff Xxxxxxxx Cadwalader, Xxxxxxxxxx & Schole Xxxx 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 10,375,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $4,250,000 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, 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) 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 1,320,000 Private Placement Warrants (the “Additional Private Placement Warrants”), in the same proportion as the amount of the 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 $1.00 per Additional Private Placement Warrant, up to an aggregate amount of $375,0001,320,000, 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 Ellenoff Xxxxxxxx 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 4,250,000 6,225,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $4,250,000 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, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s '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 375,000 Private Placement Warrants (the “"Additional Private Placement Warrants”"), in the same proportion as the amount of the 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 $1.00 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 Ellenoff Xxxxxxxx & Schole 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 4,250,000 12,290,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $4,250,000 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, 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) 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 1,566,000 Private Placement Warrants (the “Additional Private Placement Warrants”), in the same proportion as the amount of the 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 $1.00 per Additional Private Placement Warrant, up to an aggregate amount of $375,0001,566,000, 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 Ellenoff Pillsbury Xxxxxxxx & Schole Xxxx 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 4,250,000 6,250,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $4,250,000 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, 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) In the event that the underwriters’ over-allotment option is exercised in full or in part, the Purchaser shall purchase up to an additional 375,000 675,000 Private Placement Warrants (the “Additional Private Placement Warrants”), in the same proportion as the amount of the 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 $1.00 per Additional Private Placement Warrant, up to an aggregate amount of $375,000675,000, 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 Ellenoff Xxxxxxxx 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 4,250,000 7,900,000 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $4,250,000 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, 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) 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 1,000,000 Private Placement Warrants (the “Additional Private Placement Warrants”), in the same proportion as the amount of the 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 $1.00 1.50 per Additional Private Placement Warrant, up to an aggregate amount of $375,0001,500,000, 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 Ellenoff Pillsbury Xxxxxxxx & Schole Xxxx 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 4,250,000 5,750,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $4,250,000 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, 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) In the event that the underwriters’ over-allotment option is exercised in full or in part, the Purchaser shall purchase up to an additional 375,000 600,000 Private Placement Warrants (the “Additional Private Placement Warrants”), in the same proportion as the amount of the 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 $1.00 per Additional Private Placement Warrant, up to an aggregate amount of $375,000600,000, 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 Ellenoff Xxxxxxxx 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 4,250,000 13,050,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $4,250,000 (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, at its optionthe Purchaser and the Escrow Agent. Simultaneously with the consummation of the Public Offering, the Company 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 formPurchaser. (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 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 $1.00 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 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 4,250,000 5,742,560 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $4,250,000 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, 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) In the event that the underwriters’ over-allotment option is exercised in full or in part, the Purchaser shall purchase up to an additional 375,000 483,750 Private Placement Warrants (the “Additional Private Placement Warrants”), in the same proportion as the amount of the 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 $1.00 per Additional Private Placement Warrant, up to an aggregate amount of $375,000483,750, 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 Ellenoff Xxxxxxxx Cadwalader, Xxxxxxxxxx & Schole Xxxx 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 9,725,092 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $4,250,000 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, 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) 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 1,312,500 Private Placement Warrants (the “Additional Private Placement Warrants”), in the same proportion as the amount of the 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 $1.00 per Additional Private Placement Warrant, up to an aggregate amount of $375,0001,312,500, 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 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 On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 4,250,000 Private 14,400,000Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $4,250,000 14,400,000 (the “Purchase Price”). Purchaser , which shall pay the Purchase Price be paid 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”), Company at least one (1) business day prior to the date of effectiveness (Initial Closing Date in accordance with the “Effective Date”) of the registration statement relating to the Public Offering (the “Registration Statement”)Company’s wiring instructions. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser Purchaser, or effect such delivery in book-entry form. (ii) In On 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 date of the 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 consummation of the underwriters’ over-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and each Over-allotment Closing Date (if any) and the Initial Closing Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall pay $1.00 per Additional Private Placement Warrantpurchase from the Company, up to an aggregate amount of 1,687,500additional Private Placement Warrants at a price of $375,000, 1.00 per warrant for an aggregate purchase price of up to $1,687,500 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, Company at least one business day prior to the Trust Account. The closing of the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place simultaneously Over-Allotment Closing Date in accordance with the closing of all or any portion of Company’s wiring instructions. On the underwriters’ over-Over- allotment option (such closing date, together with the Initial Closing Date, upon the “Closing Dates” and each, a “Closing Date”). The closing payment by the Purchaser of the purchase and sale of Over-allotment Purchase Price, the Additional Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants, if applicable, shall take place at Warrants purchased by the offices of Ellenoff Xxxxxxxx & Schole LLP, counsel for Purchaser on such date duly registered in the CompanyPurchaser’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 4,250,000 6,000,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $4,250,000 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, 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) In the event that the underwriters’ over-allotment option is exercised in full or in part, the Purchaser shall purchase up to an additional 375,000 600,000 Private Placement Warrants (the “Additional Private Placement Warrants”), in the same proportion as the amount of the 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 $1.00 per Additional Private Placement Warrant, up to an aggregate amount of $375,000, 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 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 4,250,000 3,750,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $4,250,000 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, 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) In the event that the underwriters’ over-allotment option is exercised in full or in part, the Purchaser shall purchase up to an additional 375,000 300,000 Private Placement Warrants (the “Additional Private Placement Warrants”), in the same proportion as the amount of the 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 $1.00 per Additional Private Placement Warrant, up to an aggregate amount of $375,000300,000, 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 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 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 4,250,000 875,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $4,250,000 875,000 (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 (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 StatementTrust Account”). On the Initial IPO Closing Date, upon subject to the payment by receipt of funds pursuant to the Purchaser of the Purchase Priceimmediately preceding sentence, the CompanyCompany shall, 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) In On the event that date of the underwriters’ over-allotment closing of the option is exercised to purchase additional units, if any, in full connection with the Public Offering or in parton such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “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, up to an additional 375,000 150,000 Private Placement Warrants (or, to the “Additional extent the option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants”), Warrants in proportion to the same proportion as the amount portion of the option that is so exercised, and simultaneously with such ) at a price of $1.00 per warrant for an aggregate purchase price of Additional Private Placement Warrants, as payment in full for up to $150,000 (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, “Option Purchase Price”). The Purchaser shall pay $1.00 per Additional Private Placement Warrant, up to an aggregate amount of $375,000, the Option Purchase Price in accordance with the Company’s wiring instructions 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’ over-allotment option (such closing date, together with the Initial Option Closing Date, subject to the “Closing Dates” and eachreceipt of funds pursuant to the immediately preceding sentence, the Company shall, at its option, deliver a “Closing Date”). The closing of certificate evidencing the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place at Warrants purchased on such date duly registered in the offices of Ellenoff Xxxxxxxx & Schole LLP, counsel for Purchaser’s name to the Company, 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 “11,450,000 Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 4,250,000 Private Placement Warrants at a price of being purchased under this Agreement, Purchaser shall pay $1.00 per warrant for an aggregate purchase price of $4,250,000 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, 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) 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 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 $1.00 0.50 per Additional Private Placement Warrant, up to an aggregate amount of $375,000600,000, 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 Ellenoff Xxxxxxxx & Schole 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 4,250,000 4,350,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $4,250,000 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, 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) In the event that the underwriters’ over-allotment option is exercised in full or in part, the Purchaser shall purchase up to an additional 375,000 390,000 Private Placement Warrants (the “Additional Private Placement Warrants”), in the same proportion as the amount of the 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 $1.00 per Additional Private Placement Warrant, up to an aggregate amount of $375,000390,000, 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 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 4,250,000 7,750,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $4,250,000 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, 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) In the event that the underwriters’ over-allotment option is exercised in full or in part, the Purchaser shall purchase up to an additional 375,000 900,000 Private Placement Warrants (the “Additional Private Placement Warrants”), in the same proportion as the amount of the 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 $1.00 per Additional Private Placement Warrant, up to an aggregate amount of $375,000900,000, 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 Ellenoff Xxxxxxxx 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 4,250,000 5,225,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $4,250,000 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, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s '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 375,000 Private Placement Warrants (the “"Additional Private Placement Warrants”"), in the same proportion as the amount of the 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 $1.00 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 Ellenoff Xxxxxxxx & Schole 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 4,250,000 3,184,166 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $4,250,000 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, 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) In the event that the underwriters’ over-allotment option is exercised in full or in part, the Purchaser shall purchase up to an additional 375,000 295,625 Private Placement Warrants (the “Additional Private Placement Warrants”), in the same proportion as the amount of the 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 $1.00 1.50 per Additional Private Placement Warrant, up to an aggregate amount of $375,000443,437.50, 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 Ellenoff Xxxxxxxx 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 Purchase and the Company 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 8,395,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $4,250,000 8,395,000 (the “Purchase Price”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds in the following amounts: (i) $ to the Company at a financial institution to be chosen by the Company, and (ii) $ 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 date of effectiveness (Initial Closing Date; provided, however, that the “Effective Date”) of the registration statement relating Purchase Price shall be reimbursed to the Public Offering (Purchaser if the “Registration Statement”)Initial Closing Date does not occur on the day following such wire payment. On the Initial Closing Date, upon subject to the payment by receipt of funds pursuant to the Purchaser of the Purchase Priceimmediately prior sentence, the Company, at 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) In On the event that consummation of each closing of the underwriters’ over-allotment option is exercised to purchase additional units, if any, in full connection with the Public Offering or in parton such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Option Closing Date”, and each Option Closing Date (if any) and the Initial 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 an additional 375,000 900,000 Private Placement Warrants (or, to the “Additional extent the option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants”), Warrants in the same proportion as the amount to portion of the option that is so exercised) at a price of $1.00 per warrant for an aggregate purchase price of up to $900,000 (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, 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 such Option Closing Date; provided, however, that the closing of such portion of the underwriters’ over-allotment option, Purchaser Option Purchase Price shall pay $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 reimbursed to the Company, to Purchaser if such Option Closing Date does not occur on the Trust Accountday following such wire payment. 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’ over-allotment option (such closing date, together with the Initial Option Closing Date, subject to the “Closing Dates” and eachreceipt of funds pursuant to the immediately prior sentence, the Company shall, at its option, deliver a “Closing Date”). The closing of certificate evidencing the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place at Warrants purchased on such date duly registered in the offices of Ellenoff Xxxxxxxx & Schole LLP, counsel for Purchaser’s name to the Company, 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 4,250,000 5,466,667 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $4,250,000 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, 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) In the event that the underwriters’ over-allotment option is exercised in full or in part, the Purchaser shall purchase up to an additional 375,000 600,000 Private Placement Warrants (the “Additional Private Placement Warrants”), in the same proportion as the amount of the 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 $1.00 1.50 per Additional Private Placement Warrant, up to an aggregate amount of $375,000900,000, 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 Ellenoff Pillsbury Xxxxxxxx & Schole Xxxx 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 4,250,000 6,666,667 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $4,250,000 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, 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) In the event that the underwriters’ over-allotment option is exercised in full or in part, the Purchaser shall purchase up to an additional 375,000 800,000 Private Placement Warrants (the “Additional Private Placement Warrants”), in the same proportion as the amount of the 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 $1.00 1.50 per Additional Private Placement Warrant, up to an aggregate amount of $375,000, 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 Ellenoff Xxxxxxxx Xxxxxx & Schole Xxxxxx Xxxx 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 4,250,000 6,251,845 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $4,250,000 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, 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) In the event that the underwriters’ over-allotment option is exercised in full or in part, the Purchaser shall purchase up to an additional 375,000 750,000 Private Placement Warrants (the “Additional Private Placement Warrants”), in the same proportion as the amount of the 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 $1.00 per Additional Private Placement Warrant, up to an aggregate amount of $375,000750,000, 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 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 4,250,000 8,104,244 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $4,250,000 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, 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) 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 1,050,000 Private Placement Warrants (the “Additional Private Placement Warrants”), in the same proportion as the amount of the 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 $1.00 per Additional Private Placement Warrant, up to an aggregate amount of $375,0001,050,000, 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 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 “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 4,250,000 Private Placement Warrants at a price of being purchased under this Agreement, Purchaser shall pay $1.00 per warrant for an aggregate purchase price of $4,250,000 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, 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) 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 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 $1.00 0.50 per Additional Private Placement Warrant, up to an aggregate amount of $375,000630,000, 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 Ellenoff Xxxxxxxx & Schole 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 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 4,250,000 6,000,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $4,250,000 5,175,000 (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) $3,175,000 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 date of effectiveness (the “Effective IPO Closing Date”) of the registration statement relating to the Public Offering (the “Registration Statement”). On the Initial IPO Closing Date, upon subject to the payment by receipt of funds pursuant to the Purchaser of the Purchase Priceimmediately prior sentence, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) In On the event that date of the underwriters’ over-allotment closing of the option is exercised to purchase additional units, if any, in full connection with the Public Offering or in parton such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “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, up to an additional 375,000 600,000 Private Placement Warrants (or, to the “Additional extent the option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants”), Warrants in the same proportion as the amount to portion of the option that is so exercised) at a price of $1.00 per warrant for an aggregate purchase price of up to $600,000 (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, 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 Option Closing Date. On the underwriters’ over-allotment option, Purchaser shall pay $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 Option Closing Date, subject to the “Closing Dates” and eachreceipt of funds pursuant to the immediately prior sentence, the Company shall, at its option, deliver a “Closing Date”). The closing of certificate evidencing the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place at Warrants purchased on such date duly registered in the offices of Ellenoff Xxxxxxxx & Schole LLP, counsel for Purchaser’s name to the Company, 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 4,250,000 3,555,556 Private Placement Warrants at a price of $1.00 0.90 per warrant for an aggregate purchase price of $4,250,000 3,200,000 (the “Purchase Price”). The 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 (the “ContinentalTrust Account”), in each case in accordance with the Company’s wiring instructions, at least one (1) business day prior to the date of effectiveness (the “Effective IPO Closing Date”) of the registration statement relating to the Public Offering (the “Registration Statement”). On the Initial IPO Closing Date, upon subject to the payment by receipt of funds pursuant to the Purchaser of the Purchase Priceimmediately prior sentence, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) In On the event that date of the underwriters’ over-allotment closing of the option is exercised to purchase additional units, if any, in full connection with the Public Offering or in parton such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “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, up to an additional 375,000 86,666 Private Placement Warrants (or, to the “Additional extent the option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants”), Warrants in the same proportion as the amount to portion of the option that is so exercised) at a price of $0.90 per warrant for an aggregate purchase price of up to $78,000 (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, 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 Option Closing Date. On the underwriters’ over-allotment option, Purchaser shall pay $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 Option Closing Date, subject to the “Closing Dates” and eachreceipt of funds pursuant to the immediately prior sentence, the Company shall, at its option, deliver a “Closing Date”). The closing of certificate evidencing the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place at Warrants purchased on such date duly registered in the offices of Ellenoff Xxxxxxxx & Schole LLP, counsel for Purchaser’s name to the Company, 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 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 4,250,000 Company 2,525,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $4,250,000 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, upon the payment by the Purchaser of the Purchase Price, the Company, shall either, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser Purchaser, or effect such delivery in book-entry form. (ii) In . On the event that date of the underwriters’ consummation of the closing of the over-allotment option is exercised in full or in part, connection with 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 option that is so exercisedPublic Offering, and simultaneously concurrently with the consummation thereof, or on such purchase of Additional Private Placement Warrants, as payment in full for the Additional Private Placement Warrants being purchased hereunder, earlier time and at least one (1) business day prior to the closing of such portion of the underwriters’ over-allotment option, Purchaser shall pay $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 date as may be reasonably acceptable to mutually agreed by the CompanyPurchaser and the Company (each such date, 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’ overan “Over-allotment option (such closing date, Closing Date”; together with the Initial Closing Date, the “Closing Dates” and each, a “Closing Date”). The closing , the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to an aggregate of the purchase and sale of the Additional 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 applicablethe over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall take place at be paid by wire transfer of immediately available funds to the offices Company in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser of Ellenoff Xxxxxxxx & Schole LLP, counsel for the Over-allotment Purchase Price payable by it by wire transfer of immediately available funds to the Company, or such other place as may be agreed upon the Company shall either, at its option, deliver a certificate evidencing the Private Placement Warrants purchased by the parties heretoPurchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) 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 4,250,000 7,400,000 Private Placement Warrants at a price of $1.00 per warrant (the “Purchase Price”) for an aggregate purchase price of $4,250,000 (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, at its option, Company shall deliver to Purchaser 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) 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 375,000 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 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 $1.00 per Additional Private Placement Warrant, up to an aggregate amount of $375,000750,000, 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 Ellenoff Xxxxxxxx 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 On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to an aggregate of 4,250,000 5,341,667 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to $4,250,000 8,012,500 (the “Purchase Price”). Purchaser , which shall pay the Purchase Price 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. 333-253898) filed in connection with 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 either, at its option, shall deliver a certificate certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and the Initial Closing Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to an aggregate of 416,667 additional Private Placement Warrants, in the same proportion as the amount of the over-allotment option that is exercised, at a price of $1.50 per warrant for an aggregate purchase price of up to $625,000 (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 Price payable by them by wire transfer of immediately available funds to the Company, the Company shall either, at its option, deliver certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) 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 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 $1.00 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 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 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 4,250,000 8,000,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $4,250,000 8,000,000 (the “Purchase Price”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds to the Company, 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 date of effectiveness (the “Effective IPO Closing Date”) of the registration statement relating to the Public Offering (the “Registration Statement”). On the Initial IPO Closing Date, upon subject to the payment by receipt of funds pursuant to the Purchaser of the Purchase Priceimmediately prior sentence, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) In On the event that date of the underwriters’ over-allotment closing of the option is exercised to purchase additional units, if any, in full connection with the Public Offering or in parton such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “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, up to an additional 375,000 900,000 Private Placement Warrants (or, to the “Additional extent the option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants”), Warrants in the same proportion as the amount to portion of the option that is so exercised) at a price of $1.00 per warrant for an aggregate purchase price of up to $900,000 (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, 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 Option Closing Date. On the underwriters’ over-allotment option, Purchaser shall pay $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 Option Closing Date, subject to the “Closing Dates” and eachreceipt of funds pursuant to the immediately prior sentence, the Company shall, at its option, deliver a “Closing Date”). The closing of certificate evidencing the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place at Warrants purchased on such date duly registered in the offices of Ellenoff Xxxxxxxx & Schole LLP, counsel for Purchaser’s name to the Company, 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 4,250,000 7,075,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $4,250,000 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, 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) In the event that the underwriters’ over-allotment option is exercised in full or in part, the Purchaser shall purchase up to an additional 375,000 825,000 Private Placement Warrants (the “Additional Private Placement Warrants”), in the same proportion as the amount of the 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 $1.00 per Additional Private Placement Warrant, up to an aggregate amount of $375,000825,000, 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 Ellenoff Xxxxxxxx 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 4,250,000 3,924,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $4,250,000 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, 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) In the event that the underwriters’ over-allotment option is exercised in full or in part, the Purchaser shall purchase up to an additional 375,000 326,100 Private Placement Warrants (the “Additional Private Placement Warrants”), in the same proportion as the amount of the 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 $1.00 per Additional Private Placement Warrant, up to an aggregate amount of $375,000326,100, 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 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 4,250,000 5,600,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $4,250,000 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, 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) In the event that the underwriters’ over-allotment option is exercised in full or in part, the Purchaser shall purchase up to an additional 375,000 540,000 Private Placement Warrants (the “Additional Private Placement Warrants”), in the same proportion as the amount of the 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 $1.00 per Additional Private Placement Warrant, up to an aggregate amount of $375,000, 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 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 4,250,000 232,500 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $4,250,000 348,750 (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, 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) 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 16,875 Private Placement Warrants (the “Additional Private Placement Warrants”), in the same proportion as the amount of the 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 $1.00 1.50 per Additional Private Placement Warrant, up to an aggregate amount of $375,00025,312.50, 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 Ellenoff Xxxxxxxx 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 4,250,000 3,555,556 Private Placement Warrants at a price of $1.00 0.90 per warrant for an aggregate purchase price of $4,250,000 3,200,000 (the “"Purchase Price”"). The 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”the "Trust Account"), in each case in accordance with the Company's wiring instructions, at least one (1) business day prior to the date of effectiveness (the “Effective IPO Closing Date”) of the registration statement relating to the Public Offering (the “Registration Statement”). On the Initial IPO Closing Date, upon subject to the payment by receipt of funds pursuant to the Purchaser of the Purchase Priceimmediately prior sentence, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s 's name to the Purchaser or effect such delivery in book-entry form. (ii) In On the event that date of the underwriters’ over-allotment closing of the option is exercised to purchase additional units, if any, in full connection with the Public Offering or in parton such earlier time and date as may be mutually agreed by the Purchaser and the Company (the "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, up to an additional 375,000 86,666 Private Placement Warrants (or, to the “Additional extent the option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants”), Warrants in the same proportion as the amount to portion of the option that is so exercised) at a price of $0.90 per warrant for an aggregate purchase price of up to $78,000 (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, 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 Option Closing Date. On the underwriters’ over-allotment option, Purchaser shall pay $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 Option Closing Date, subject to the “Closing Dates” and eachreceipt of funds pursuant to the immediately prior sentence, the Company shall, at its option, deliver a “Closing Date”). The closing of certificate evidencing the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place at Warrants purchased on such date duly registered in the offices of Ellenoff Xxxxxxxx & Schole LLP, counsel for Purchaser's name to the Company, 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 Purchase and the Company 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 6,800,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $4,250,000 6,800,000 (the “Purchase Price”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds in the following amounts: (i) $2,780,000 to the Company at a financial institution to be chosen by the Company, and (ii) $4,020,000 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 date of effectiveness (Initial Closing Date; provided, however, that the “Effective Date”) of the registration statement relating Purchase Price shall be reimbursed to the Public Offering (Purchaser if the “Registration Statement”)Initial Closing Date does not occur on the day following such wire payment. On the Initial Closing Date, upon subject to the payment by receipt of funds pursuant to the Purchaser of the Purchase Priceimmediately prior sentence, the Company, at 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) In On the event that consummation of each closing of the underwriters’ over-allotment option is exercised to purchase additional units, if any, in full connection with the Public Offering or in parton such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Option Closing Date”, and each Option Closing Date (if any) and the Initial 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 an additional 375,000 900,000 Private Placement Warrants (or, to the “Additional extent the option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants”), Warrants in the same proportion as the amount to portion of the option that is so exercised) at a price of $1.00 per warrant for an aggregate purchase price of up to $900,000 (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, 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 such Option Closing Date; provided, however, that the closing of such portion of the underwriters’ over-allotment option, Purchaser Option Purchase Price shall pay $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 reimbursed to the Company, to Purchaser if such Option Closing Date does not occur on the Trust Accountday following such wire payment. 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’ over-allotment option (such closing date, together with the Initial Option Closing Date, subject to the “Closing Dates” and eachreceipt of funds pursuant to the immediately prior sentence, the Company shall, at its option, deliver a “Closing Date”). The closing of certificate evidencing the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place at Warrants purchased on such date duly registered in the offices of Ellenoff Xxxxxxxx & Schole LLP, counsel for Purchaser’s name to the Company, 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 4,250,000 11,267,560 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $4,250,000 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, 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) In the event that the underwriters’ over-allotment option is exercised in full or in part, the Purchaser shall purchase up to an additional 375,000 750,000 Private Placement Warrants (the “Additional Private Placement Warrants”), in the same proportion as the amount of the 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 $1.00 per Additional Private Placement Warrant, up to an aggregate amount of $375,000750,000, 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 Ellenoff Xxxxxxxx Cadwalader, Xxxxxxxxxx & Schole Xxxx 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 5,466,667 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $4,250,000 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, 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) In the event that the underwriters’ over-allotment option is exercised in full or in part, the Purchaser shall purchase up to an additional 375,000 600,000 Private Placement Warrants (the “Additional Private Placement Warrants”), in the same proportion as the amount of the 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 $1.00 1.50 per Additional Private Placement Warrant, up to an aggregate amount of $375,000900,000, 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 Ellenoff Xxxxxxxx & Schole Pillsbury Wxxxxxxx Xxxx 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 4,250,000 11,850,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $4,250,000 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, 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) 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 1,500,000 Private Placement Warrants (the “Additional Private Placement Warrants”), in the same proportion as the amount of the 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 $1.00 per Additional Private Placement Warrant, up to an aggregate amount of $375,0001,500,000, 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 Ellenoff Pillsbury Xxxxxxxx & Schole Xxxx Xxxxxxx LLP, counsel for the Company, or such other place as may be agreed upon by the parties hereto.