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 6,225,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $6,225,000 (the "Purchase Price"). Purchaser shall pay the Purchase Price by wire transfer of immediately available funds to the trust account (the "Trust Account") maintained by Continental Stock Transfer & Trust Company, acting as trustee ("Continental"), at least one (1) business day prior to the date of effectiveness (the "Effective Date") of the registration statement relating to the Public Offering (the "Registration Statement"). On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, 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 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 On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the "Initial “IPO Closing Date"”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 6,225,000 4,000,000 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $6,225,000 6,000,000 (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 ("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 by the Purchaser 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 375,000 600,000 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 proportion to the same proportion as the amount portion of the option that is so exercised) at a price of $1.50 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 the offices of DLA Piper LLP, counsel for the Company, or such other place as may be agreed upon 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 On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the "Initial “IPO Closing Date"”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 6,225,000 5,733,333 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $6,225,000 8,600,000 (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")pay, at least one (1) business day prior to the date IPO Closing Date, the Purchase Price by wire transfer of effectiveness immediately available funds, consisting of (i) $6,000,000 to the trust account, at a financial institution to be chosen by the Company, maintained by American Stock Transfer & Trust Company, LLC, acting as trustee, in accordance with the Company’s wiring instructions (the "Effective Date"“Trust Account”), and (ii) of $2,600,000 to, or on behalf of, the registration statement relating to Company in accordance with the Public Offering (the "Registration Statement")Company’s wiring instructions. On the Initial IPO Closing Date, upon subject to receipt of funds pursuant to the payment by the Purchaser of the Purchase Priceimmediately prior sentence, the Company, at 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 date of the consummation of the closing of any over-allotment option, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (an “Over-allotment Closing Date,” and each Over-allotment 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 600,000 Private Placement Warrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the over-allotment option that is then exercised) at a price of $1.50 per warrant for an aggregate purchase price of up to $900,000 (if the underwriters' over-allotment option is exercised in full or in part, full) (the “Over-allotment Purchase Price”). The Purchaser shall purchase up pay the Over-allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to an additional 375,000 Private Placement Warrants the Company or the Trust Account (as set forth in the "Additional Private Placement Warrants"wire instructions), 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' overOver-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 AccountClosing 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' overOn each Over-allotment option (such closing date, together with the Initial Closing Date, subject to receipt of funds pursuant to the "Closing Dates" and eachimmediately 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 Closing Date duly registered in the offices of DLA Piper 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 Sponsor and the Company (the "Initial “IPO Closing Date"”), the Company shall issue and sell to the PurchaserSponsor, and the Purchaser Sponsor shall purchase from the Company, an aggregate of 6,225,000 11,333,333 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $6,225,000 17,000,000 (the "“Purchase Price"”). Purchaser The Sponsor shall pay the Purchase Price by wire transfer of immediately available funds in the following amounts: (i) $7,000,000 to the Company, at a financial institution to be chosen by the Company, and (ii) $10,000,000 to the trust account (the "Trust Account") maintained by Continental Stock Transfer & Trust Company, acting as trustee ("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 by the Sponsor on such date duly registered in the Purchaser's Sponsor’s name to the Purchaser Sponsor or effect such delivery in book-entry form. (ii) In On the event that date of any closing of the underwriters' over-allotment option is exercised option, if any, in full connection with the Public Offering or in parton such earlier time and date as may be mutually agreed by the Sponsor and the Company (each such date, an “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and the IPO Closing Date, being sometimes referred to herein as a “Closing Date”), the Purchaser Company shall issue and sell to the Sponsor, and the Sponsor shall purchase from the Company, up to an additional 375,000 Private Placement Warrants (the "Additional aggregate of 1,000,000 Private Placement Warrants"), in the same proportion as the amount of the option that is then so exercised, and simultaneously at a price of $1.50 per warrant for an aggregate purchase price of up to $1,500,000 (if the over-allotment option in connection with such purchase the Public Offering is exercised in full) (the “Over-allotment Purchase Price”). The Sponsor shall pay the Over-allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of Additional Private Placement Warrants, as payment in full for immediately available funds to the Additional Private Placement Warrants being purchased hereunder, and Trust Account at least one (1) business day prior to such Over-allotment Closing Date. On the closing of such portion Over-allotment Closing Date, following the payment by the Sponsor of the underwriters' overOver-allotment option, Purchaser shall pay $1.00 per Additional Private Placement Warrant, up to an aggregate amount of $375,000, Purchase Price by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the Trust Account. The closing of 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 DLA Piper LLP, counsel for the Company, or such other place as may be agreed upon at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the parties heretoSponsor on such date duly registered in the Sponsor’s name to the Sponsor, or effect such delivery 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 6,225,000 11,110,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $6,225,000 $ 11,110,000 (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")pay, at least one (1) business day prior to the date IPO Closing Date, the Purchase Price by wire transfer of effectiveness immediately available funds, consisting of (i) $[ ⚫ ] to the trust account, at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, in accordance with the Company’s wiring instructions (the "Effective Date"“Trust Account”), and (ii) of $[ ⚫ ] to, or on behalf of, the registration statement relating to Company in accordance with the Public Offering (the "Registration Statement")Company’s wiring instructions. On the Initial IPO Closing Date, upon subject to receipt of funds pursuant to the payment by the Purchaser of the Purchase Priceimmediately prior sentence, the Company, at 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 date of the consummation of the closing of any over-allotment option, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (an “Over-allotment Closing Date,” and each Over-allotment 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 12,223,750 Private Placement Warrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the over-allotment option that is then exercised) at a price of $1.00 per warrant for an aggregate purchase price of up to $12,223,750 (if the underwriters' over-allotment option is exercised in full or in part, full) (the “Over-allotment Purchase Price”). The Purchaser shall purchase up pay the Over-allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to an additional 375,000 Private Placement Warrants the Company or the Trust Account (as set forth in the "Additional Private Placement Warrants"wire instructions), 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' overOver-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 AccountClosing 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' overOn each Over-allotment option (such closing date, together with the Initial Closing Date, subject to receipt of funds pursuant to the "Closing Dates" and eachimmediately 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 Closing Date duly registered in the offices of DLA Piper 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 6,225,000 4,666,667 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $6,225,000 7,000,000 (the "“Purchase Price"”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds in the following amounts: (i) $2,000,000 to the Company at a financial institution to be chosen by the Company, and (ii) $5,000,000 to the trust account (the "Trust Account") maintained by Continental Stock Transfer & Trust Company, acting as trustee ("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 375,000 500,000 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) at a price of $1.50 per warrant for an aggregate purchase price of up to $750,000 (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 DLA Piper 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 6,225,000 6,375,000 Private Placement Warrants at a price of $1.00 per warrant Private Placement Warrant for an aggregate purchase price of $6,225,000 6,375,000 (the "“Purchase Price"”). The Purchaser shall pay pay, at least one (1) business day prior to the IPO Closing Date, an amount equal to the Purchase Price less up to $200,000 advanced to Future Health ESG to fund operating expenses in advance of the Public Offering (the “Operating Expense Advance”) by wire transfer of immediately available funds to accounts designated by the Company, including to the trust account (the "“Trust Account") ”), at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee trustee, in accordance with the Company’s wiring instructions. The Operating Expense Advance shall thereafter be delivered to the Trust Account on the IPO Closing Date by the underwriters in the IPO on behalf of the Purchaser to satisfy delivery of the full Purchase Price. On the IPO Closing Date, subject to receipt of funds pursuant to the immediately prior sentences, the Company shall effect such delivery in book-entry form. ("Continental"ii) On the date of the consummation of the closing of the over-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (an “Over-allotment Closing Date,” and each Over-allotment 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 600,000 Private Placement Warrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the over-allotment option that is then exercised) at a price of $1.00 per Private Placement Warrant for an aggregate purchase price of up to $600,000 (if the over-allotment option is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Company or the Trust Account (as set forth in the wire instructions), at least one (1) business day prior to the date of effectiveness (the "Effective applicable Over-allotment Closing Date") of the registration statement relating to the Public Offering (the "Registration Statement"). On the Initial each Over-allotment Closing Date, upon subject to receipt of funds pursuant to the payment by the Purchaser of the Purchase Priceimmediately prior sentence, the Company, at its option, 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 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 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 On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the "Initial “IPO Closing Date"”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 6,225,000 8,000,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $6,225,000 8,000,000 (the "“Purchase Price"”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds in the following amounts: (i) $750,000 to the Company, at a financial institution to be chosen by the Company, and (ii) $7,000,000 to the trust account (the "Trust Account") maintained by Continental Stock Transfer & Trust Company, acting as trustee ("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 by the Purchaser 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 any closing of the underwriters' over-allotment option is exercised option, 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 “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and the IPO Closing Date, being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to an additional 375,000 Private Placement Warrants (the "Additional aggregate of 1,050,000 Private Placement Warrants"), in the same proportion as the amount of the option that is then so exercised, and simultaneously at a price of $1.00 per warrant for an aggregate purchase price of up to $1,050,000 (if the over-allotment option in connection with such purchase the Public Offering is exercised in full) (the “Over-allotment Purchase Price”). Each of Additional Private Placement Warrants, as payment the Purchaser shall pay the Over-allotment Purchase Price in full for accordance with the Additional Private Placement Warrants being purchased hereunder, and Company’s wire instruction by wire transfer of immediately available funds to the Trust Account at least one (1) business day prior to such Over-allotment Closing Date. On the closing of such portion Over-allotment Closing Date, following the payment by the Purchaser of the underwriters' overOver-allotment option, Purchaser shall pay $1.00 per Additional Private Placement Warrant, up to an aggregate amount of $375,000, Purchase Price by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the Trust Account. The closing of 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 DLA Piper LLP, counsel for the Company, or such other place as may be agreed upon at its option, shall 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 On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the "Initial “IPO Closing Date"”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company 9,500,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $9,500,000 (the “Purchase Price”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds in the following amounts: (i) $2,000,000 to the Company, at a financial institution to be chosen by the Company, and (ii) $7,500,000 to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each case in accordance with the Company’s wiring instructions at least one (1) business day prior to the IPO Closing Date. On the IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of any closing of the over-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and the IPO Closing Date, being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 6,225,000 up to 1,125,000 Private Placement Warrants (or, to the extent the option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to portion of the option that is exercised) at a price of $1.00 per warrant for an aggregate purchase price of up to $6,225,000 1,125,000 (the "“Option Purchase Price"”). The Purchaser shall pay the Option Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the trust account (the "Trust Account") maintained by Continental Stock Transfer & Trust Company, acting as trustee ("Continental"), at least one at (1) business day prior to the date of effectiveness (the "Effective such Over-allotment Closing Date") of the registration statement relating to the Public Offering (the "Registration Statement"). On the Initial Over-allotment Closing Date, upon subject to the payment by receipt of funds pursuant to the Purchaser of the Purchase Priceimmediately prior sentence, the CompanyCompany shall, 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 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 On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the "Initial “IPO Closing Date"”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 6,225,000 7,000,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $6,225,000 7,000,000 (the "“Purchase Price"”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds in the following amounts: (i) $2,000,000 to the Company at a financial institution to be chosen by the Company, and (ii) $5,000,000 to the trust account (the "Trust Account") maintained by Continental Stock Transfer & Trust Company, acting as trustee ("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 375,000 750,000 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) at a price of $1.00 per warrant for an aggregate purchase price of up to $750,000 (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 DLA Piper 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 (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 12,200,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant for an aggregate purchase price of $12,200,000 (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 amounts: (i) $[ ] to the Company at a financial institution to be chosen by the Company; and (ii) $[ ] to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each case, at least one (1) business day prior to the IPO Closing Date. On the IPO Closing Date, subject to the receipt of funds pursuant to the immediately preceding sentence, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of the closing of the option to purchase additional units, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the "Initial “Option Closing Date"” and, each Option Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 6,225,000 up to 1,350,000 Private Placement Warrants (or, to the extent the option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the option that is exercised) at a price of $1.00 per warrant Private Placement Warrant for an aggregate purchase price of up to $6,225,000 1,350,000 (the "“Option Purchase Price"”). The Purchaser shall pay the Option Purchase Price in accordance with the Company’s wiring instructions by wire transfer of immediately available funds to the trust account (the "Trust Account") maintained by Continental Stock Transfer & Trust Company, acting as trustee ("Continental"), Account 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 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 ’s name to the Purchaser or effect such delivery in book-entry form. (iiiii) In The Company shall issue and sell to the event that the underwriters' over-allotment option is exercised in full or in partPurchaser, and the Purchaser shall purchase from the Company, up to an additional 375,000 2,300,000 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 WarrantsWarrant for an aggregate purchase price of up to $2,300,000 (the “Extension Purchase Price”). The Purchaser 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-month extension, as payment further described in full for the Additional Registration Statement. The Purchaser is obligated to purchase 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, 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 provides notice 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 DLA Piper 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 On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the "Initial “IPO Closing Date"”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 6,225,000 8,00,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $6,225,000 8,000,000 (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 ("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 by the Purchaser 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 375,000 900,000 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 proportion to the same proportion as the amount 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 the offices of DLA Piper LLP, counsel for the Company, or such other place as may be agreed upon 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 On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the "Initial “IPO Closing Date"”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 6,225,000 7,800,000 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $6,225,000 11,700,000 (the "“Purchase Price")”) in the amount set forth opposite the Purchaser’s name in Schedule I hereto. The Purchaser shall pay the Purchase Price set forth opposite the Purchaser’s name in Schedule I by wire transfer of immediately available funds to in accordance with the trust account (the "Trust Account") maintained by Continental Stock Transfer & Trust Company, acting as trustee ("Continental")’s wiring instructions, at least one (1) business day prior to the 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, an aggregate of up to an additional 375,000 800,000 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, and simultaneously with ) (such purchase of Additional Private Placement Warrants, as payment “Option Warrants”) at a price of $1.50 per warrant for an aggregate purchase price of up to $1,200,000 (the “Option Purchase Price”). The Purchaser shall pay the Option Purchase Price in full for accordance with the Additional Private Placement Warrants being purchased hereunder, and Company’s wire instruction by wire transfer of immediately available funds 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 DLA Piper LLP, counsel for the Company, Purchaser’s name 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 6,225,000 6,000,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $6,225,000 6,000,000 (the "“Purchase Price"”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds in the following amounts: (i) $2,000,000 to the Company at a financial institution to be chosen by the Company, and (ii) $4,000,000 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 375,000 600,000 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 proportion to the same proportion as the amount 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 DLA Piper 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 (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 5,700,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $5,700,000 (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 amounts: (i) $3,000,000 to the Company at a financial institution to be chosen by the Company; and (ii) $2,700,000 to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each case, at least one (1) business day prior to the IPO Closing Date. On the IPO Closing Date, subject to the receipt of funds pursuant to the immediately preceding sentence, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of the closing of the option to purchase additional units, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the "Initial “Option Closing Date"” and, each Option Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 6,225,000 up to 405,000 Private Placement Warrants (or, to the extent the option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the option that is exercised) at a price of $1.00 per warrant for an aggregate purchase price of up to $6,225,000 405,000 (the "“Option Purchase Price"”). The Purchaser shall pay the Option Purchase Price in accordance with the Company’s wiring instructions by wire transfer of immediately available funds to the trust account (the "Trust Account") maintained by Continental Stock Transfer & Trust Company, acting as trustee ("Continental"), Account 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 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 ’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 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 On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the "Initial “IPO Closing Date"”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 6,225,000 12,000,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $6,225,000 12,000,000 (the "“Purchase Price"”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds in the following amounts: (i) $2,000,000 to the Company, at a financial institution to be chosen by the Company, and (ii) $10,000,000 to the trust account (the "Trust Account") maintained by Continental Stock Transfer & Trust Company, acting as trustee ("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 by the Purchaser 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 any closing of the underwriters' over-allotment option is exercised option, 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 “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and the IPO Closing Date, being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to an additional 375,000 Private Placement Warrants (the "Additional aggregate of 1,500,000 Private Placement Warrants"), in the same proportion as the amount of the option that is then so exercised, and simultaneously at a price of $1.00 per warrant for an aggregate purchase price of up to $1,500,000 (if the over-allotment option in connection with such purchase the Public Offering is exercised in full) (the “Over-allotment Purchase Price”). Each of Additional Private Placement Warrants, as payment the Purchaser shall pay the Over-allotment Purchase Price in full for accordance with the Additional Private Placement Warrants being purchased hereunder, and Company’s wire instruction by wire transfer of immediately available funds to the Trust Account at least one (1) business day prior to such Over-allotment Closing Date. On the closing of such portion Over-allotment Closing Date, following the payment by the Purchaser of the underwriters' overOver-allotment option, Purchaser shall pay $1.00 per Additional Private Placement Warrant, up to an aggregate amount of $375,000, Purchase Price by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the Trust Account. The closing of 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 DLA Piper LLP, counsel for the Company, or such other place as may be agreed upon at its option, shall 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 On the date of the consummation of the Public Offering or at and on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the "Initial “IPO Closing Date"”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 6,225,000 4,000,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $6,225,000 4,000,000 (the "“Purchase Price"”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds in the following order: (1) to the trust account (the "Trust Account") maintained by Continental Stock Transfer & Trust Company, acting as trustee ("Continental"the “Trust Account”), until the trust account contains $152,250,000 (after taking into account the proceeds from (a) the Public Offering, (b) the sale of warrants to certain other initial investors of the Company in private placement transactions that will close simultaneously with the closing of the Initial Public Offering and (c) the loans to be made to the Company simultaneously with the closing of the Initial Public Offering (and, if the over-allotment option in connection with the Public Offering is exercised, upon the closing of the issuance of the Company’s units pursuant to any such exercise) by the Purchaser and certain other initial investors of the Company, that will be deposited into the Trust Account upon the closing of the Initial Public Offering) and (2) any remaining funds to the Company, at a financial institution to be chosen by the Company, 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 preceding sentence, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser's ’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 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 On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the "Initial “IPO Closing Date"”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 6,225,000 8,250,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $6,225,000 8,250,000 (the "“Purchase Price"”). The Purchaser shall pay the Purchase Price to the Company by wire transfer of immediately available funds in the following amounts: (i) $1,050,000 to the Company at a financial institution to be chosen by the Company, and (ii) $7,200,000 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 any closing 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 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 450,000 Private Placement Warrants (or, to the extent the over-allotment option is not exercised in full or in partfull, the Purchaser shall purchase up to an additional 375,000 a lesser number of Private Placement Warrants (in proportion to the "Additional Private Placement Warrants"), in the same proportion as the amount portion of the over-allotment option that is so exercised) at a price of $1.00 per warrant for an aggregate purchase price of up to $450,000 (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price to the Trust Account by wire transfer of immediately available funds in accordance with the Company’s wiring instructions, 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 Over-allotment Closing Date. On the closing of such portion Over-allotment Closing Date, upon the payment by the Purchaser of the underwriters' overOver-allotment option, Purchaser shall pay $1.00 per Additional Private Placement Warrant, up to an aggregate amount of $375,000Purchase Price, by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the Trust Account. The closing of 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 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 On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the "Initial “IPO Closing Date"”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 6,225,000 10,000,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $6,225,000 10,000,000 (the "“Purchase Price"”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds in the following amounts: (i) $2,000,000 to the Company, at a financial institution to be chosen by the Company, and (ii) $8,000,000 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 by the Purchaser 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 any closing of the underwriters' over-allotment option is exercised option, 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 “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and the IPO Closing Date, being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to an additional 375,000 Private Placement Warrants (the "Additional aggregate of 1,200,000 Private Placement Warrants"), in the same proportion as the amount of the option that is then so exercised, and simultaneously at a price of $1.00 per warrant for an aggregate purchase price of up to $1,200,000 (if the over-allotment option in connection with such purchase the Public Offering is exercised in full) (the “Over-allotment Purchase Price”). Each of Additional Private Placement Warrants, as payment the Purchaser shall pay the Over-allotment Purchase Price in full for accordance with the Additional Private Placement Warrants being purchased hereunder, and Company’s wire instruction by wire transfer of immediately available funds to the Trust Account at least one (1) business day prior to such Over-allotment Closing Date. On the closing of such portion Over-allotment Closing Date, following the payment by the Purchaser of the underwriters' overOver-allotment option, Purchaser shall pay $1.00 per Additional Private Placement Warrant, up to an aggregate amount of $375,000, Purchase Price by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the Trust Account. The closing of 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 DLA Piper LLP, counsel for the Company, or such other place as may be agreed upon at its option, shall 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 On the date that is one (1) business day prior to the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the "Initial “IPO Closing Date"”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 6,225,000 [ ] Private Placement Warrants at a price of $1.00 per warrant Private Placement Warrant for an aggregate purchase price of $6,225,000 [ ] (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 ("Continental"the “Trust Account”), at least one (1) business day prior to in each case in accordance with the date of effectiveness (the "Effective Date") of the registration statement relating to the Public Offering (the "Registration Statement")Company’s wiring instructions. 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. (i) On the date that is one (1) business day prior to the date of the consummation of the Over-allotment Option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Option Closing Date,” and each Option Closing Date (if any) and the IPO Closing Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to [ ] Private Placement Warrants (or, to the extent the Over-allotment Option is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the Over-allotment Option that is exercised) at a price of $1.00 per Private Placement Warrant for an aggregate purchase price of up to $[ ] (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, at least one (1) business day prior to the Option Closing Date. On the Option Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased 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 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 On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the "Initial “IPO Closing Date"”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 6,225,000 5,333,333 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $6,225,000 8,000,000 (the "“Purchase Price"”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds in the following amounts: (i) $1,000,000 to the Company at a financial institution to be chosen by the Company, and (ii) $7,000,000 to the trust account (the "Trust Account") maintained by Continental Stock Transfer & Trust Company, acting as trustee ("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' overclosing of the option to purchase additional units, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Over-allotment option is exercised in full or in partAllotment Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to an additional 375,000 500,000 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) at a price of $1.50 per warrant for an aggregate purchase price of up to $750,000 (the “Over-Allotment Purchase Price”). The Purchaser shall pay the Over-Allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Trust Account, 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 Over-Allotment Closing Date. On the underwriters' overOver-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 Allotment 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 DLA Piper 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 6,225,000 5,333,333 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $6,225,000 8,000,000 (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")pay, at least one (1) business day prior to the date IPO Closing Date, the Purchase Price by wire transfer of effectiveness immediately available funds, consisting of (i) $6,000,000 to the trust account, at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, in accordance with the Company’s wiring instructions (the "Effective Date"“Trust Account”), and (ii) of $2,000,000 to, or on behalf of, the registration statement relating to Company in accordance with the Public Offering (the "Registration Statement")Company’s wiring instructions. On the Initial IPO Closing Date, upon subject to receipt of funds pursuant to the payment by the Purchaser of the Purchase Priceimmediately prior sentence, the Company, at 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 date of the consummation of the closing of any over-allotment option, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (an “Over-allotment Closing Date,” and each Over-allotment 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 600,000 Private Placement Warrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the over-allotment option that is then exercised) at a price of $1.50 per warrant for an aggregate purchase price of up to $900,000 (if the underwriters' over-allotment option is exercised in full or in part, full) (the “Over-allotment Purchase Price”). The Purchaser shall purchase up pay the Over-allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to an additional 375,000 Private Placement Warrants the Company or the Trust Account (as set forth in the "Additional Private Placement Warrants"wire instructions), 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' overOver-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 AccountClosing 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' overOn each Over-allotment option (such closing date, together with the Initial Closing Date, subject to receipt of funds pursuant to the "Closing Dates" and eachimmediately 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 Closing Date duly registered in the offices of DLA Piper 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 6,225,000 10,000,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $6,225,000 10,000,000 (the "“Purchase Price"”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds in the following amounts: (i) $2,000,000 to the Company at a financial institution to be chosen by the Company, and (ii) $7,000,000 to the trust account (the "Trust Account") maintained by Continental Stock Transfer & Trust Company, acting as trustee ("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' overclosing of the option to purchase additional units, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Over-allotment option is exercised in full or in partAllotment 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 1,050,000 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) at a price of $1.00 per warrant for an aggregate purchase price of up to $1,050,000 (the “Over-Allotment Purchase Price”). The Purchaser shall pay the Over-Allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Trust Account, 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 Over-Allotment Closing Date. On the underwriters' overOver-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 Allotment 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 DLA Piper 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 (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 13,600,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $13,600,000 (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 amounts: (i) $7,600,000 to the Company at a financial institution to be chosen by the Company; and (ii) $6,000,000 to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each case, at least one (1) business day prior to the IPO Closing Date. On the IPO Closing Date, subject to the receipt of funds pursuant to the immediately preceding sentence, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of the closing of the option to purchase additional units, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the "Initial “Option Closing Date"” and, each Option Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 6,225,000 up to 1,800,000 Private Placement Warrants (or, to the extent the option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the option that is exercised) at a price of $1.00 per warrant for an aggregate purchase price of up to $6,225,000 1,800,000 (the "“Option Purchase Price"”). The Purchaser shall pay the Option Purchase Price in accordance with the Company’s wiring instructions by wire transfer of immediately available funds to the trust account (the "Trust Account") maintained by Continental Stock Transfer & Trust Company, acting as trustee ("Continental"), Account 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 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 ’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 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 On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the "Initial “IPO Closing Date"”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 6,225,000 7,000,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $6,225,000 7,000,000 (the "“Purchase Price"”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds in the following amounts: (i) $2,000,000 to the Company at a financial institution to be chosen by the Company, and (ii) $5,000,000 to the trust account (the "Trust Account") maintained by Continental Stock Transfer & Trust Company, acting as trustee ("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' overclosing of the option to purchase additional units, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Over-allotment option is exercised in full or in partAllotment 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 proportion to the same proportion as the amount 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 “Over-Allotment Purchase Price”). The Purchaser shall pay the Over-Allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Trust Account, 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 Over-Allotment Closing Date. On the underwriters' overOver-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 Allotment 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 DLA Piper 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 6,225,000 8,000,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $6,225,000 8,000,000 (the "“Purchase Price"”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds in the following amounts: (i) $2,000,000 to the Company at a financial institution to be chosen by the Company, and (ii) $6,000,000 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' overclosing of the option to purchase additional units, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Over-allotment option is exercised in full or in partAllotment 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 proportion to the same proportion as the amount portion of the option that is so exercised) at a price of $1.00 per warrant for an aggregate purchase price of up to $ (the “Over-Allotment Purchase Price”). The Purchaser shall pay the Over-Allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Trust Account, 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 Over-Allotment Closing Date. On the Over-Allotment Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased on such portion date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (iii) Upon not less than five days' notice to the Company, at the option of the underwriters' Purchaser, on the date that is 18 months from the IPO Closing Date (the “Option Closing Date” and each Over-allotment Closing Date and Option Closing Date, together with the IPO Closing Date, the “Closing Dates”) the Company shall issue and sell to the Purchaser, its affiliates or permitted designees (the “Option Purchaser”) and the Option Purchaser shall purchase from the Company, an additional 2,000,000, or up to 2,300,000 if the over-allotment optionoption in connection with the Public Offering is exercised in full (such number of warrants, pro rata to the extent to which the over-allotment option in connection with the Public Offering is exercised), Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $2,000,000, or up to $2,300,000 if the over-allotment option in connection with the Public Offering is exercised in full (such purchase price, pro rata to the extent to which the over-allotment option in connection with the Public Offering is exercised, and in any event $0.10 per Class A Ordinary Share sold in the Public Offering) (the “Option Purchase Price”).The Option 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 wire instruction by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the Trust AccountAccount at least one (1) business day prior to the Option Closing Date. The closing On the Option Closing Date, subject to the receipt of funds pursuant to the purchase and immediately prior sentence, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Option Purchaser on such date duly registered in the Option Purchaser's name or names to the Option Purchaser, or effect such delivery in book-entry form. (iv) In the event that the Company receives a request from the Sponsor, its affiliates or permitted designees five days prior to the Initial Deadline to effect an extension thereof, the Company shall issue a press release announcing such extension at least three days prior to the Initial Deadline. In addition, the Company shall issue a press release the day after the Initial Deadline announcing whether or not the proceeds from the sale of the Additional Private Placement Warrants, if applicable, shall take place simultaneously with Warrants as contemplated under Section 1(B)(iii) hereof had been timely deposited into 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 DLA Piper LLP, counsel for the Company, or such other place as may be agreed upon by the parties heretoTrust Account.

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 6,225,000 Company 4,666,667 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $6,225,000 7,000,000 (the "“Purchase Price"”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds in the following amounts: (i) $2,000,000 to the Company, at a financial institution to be chosen by the Company, and (ii) $5,000,000 to the trust account (the "Trust Account") maintained by Continental Stock Transfer & Trust Company, acting as trustee ("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 by the Purchaser 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 any closing 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 IPO Closing Date, being sometimes referred to herein as a “Closing Date”), the Company shall transfer up to $750,000 (if the over-allotment option in connection with the Public Offering is exercised in full or in part, full) from the Purchaser shall purchase up financial institution chosen by it 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 Trust Account at least one at (1) business day prior to the closing of such portion of the underwriters' overOver-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 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 On the date of the consummation of the Public Offering (the “IPO Closing Date”) or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the "Initial Closing Date")Company, the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 6,225,000 4,000,000 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $6,225,000 6,000,000 (the "“Purchase Price"”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds in the following amounts: (i) $2,000,000 to the Company at a financial institution to be chosen by the Company, and (ii) $4,000,000 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 375,000 400,000 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 $1.50 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 wiring instructions 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 DLA Piper 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 6,225,000 Company 3,250,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $6,225,000 $3,250,000 (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 ("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 by the Purchaser 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 any closing 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 IPO Closing Date, being sometimes referred to herein as a “Closing Date”), the Company shall transfer up to $262,500 (if the over-allotment option in connection with the Public Offering is exercised in full or in part, full) from the Purchaser shall purchase up financial institution chosen by it 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 Trust Account at least one at (1) business day prior to the closing of such portion of the underwriters' overOver-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 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 On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the "Initial “IPO Closing Date"”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 6,225,000 3,933,333 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $6,225,000 5,900,000 (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")pay, at least one (1) business day prior to the date IPO Closing Date, the Purchase Price by wire transfer of effectiveness immediately available funds, consisting of (i) $4,150,000 to the trust account, at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, in accordance with the Company’s wiring instructions (the "Effective Date"“Trust Account”), and (ii) of $1,750,000 to, or on behalf of, the registration statement relating to Company in accordance with the Public Offering (the "Registration Statement")Company’s wiring instructions. On the Initial IPO Closing Date, upon subject to receipt of funds pursuant to the payment by the Purchaser of the Purchase Priceimmediately prior sentence, the Company, at 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 date of the consummation of the closing of any over-allotment option, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (an “Over-allotment Closing Date,” and each Over-allotment 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 300,000 Private Placement Warrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the over-allotment option that is then exercised) at a price of $1.50 per warrant for an aggregate purchase price of up to $450,000 (if the underwriters' over-allotment option is exercised in full or in part, full) (the “Over-allotment Purchase Price”). The Purchaser shall purchase up pay the Over-allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to an additional 375,000 Private Placement Warrants the Company or the Trust Account (as set forth in the "Additional Private Placement Warrants"wire instructions), 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' overOver-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 AccountClosing 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' overOn each Over-allotment option (such closing date, together with the Initial Closing Date, subject to receipt of funds pursuant to the "Closing Dates" and eachimmediately 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 Closing Date duly registered in the offices of DLA Piper 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 8,000,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $8,000,000 (the “Purchase Price”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds in the following amounts: (i) $2,000,000 to the Company, at a financial institution to be chosen by the Company, and (ii) $6,000,000 to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each case in accordance with the Company’s wiring instructions at least one (1) business day prior to the IPO Closing Date. On the IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of any closing of the over-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and the IPO Closing Date, being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 6,225,000 up to 900,000 Private Placement Warrants (or, to the extent the option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to portion of the option that is exercised) at a price of $1.00 per warrant for an aggregate purchase price of up to $6,225,000 900,000 (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 (the "Trust Account") maintained by Continental Stock Transfer & Trust Company, acting as trustee ("Continental"), at least one at (1) business day prior to the date of effectiveness (the "Effective such Over-allotment Closing Date") of the registration statement relating to the Public Offering (the "Registration Statement"). On the Initial Over-allotment Closing Date, upon subject to the payment by receipt of funds pursuant to the Purchaser of the Purchase Priceimmediately prior sentence, the CompanyCompany shall, 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 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 On the date of the consummation of the Public Offering (the “IPO Closing Date”) or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the "Initial Closing Date")Company, the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 6,225,000 7,333,333 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $6,225,000 11.000.000 (the "“Purchase Price"”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds in the following amounts: (i) $2,000,000 to the Company at a financial institution to be chosen by the Company, and (ii) $9,000,000 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 375,000 900,000 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 $1.50 per warrant for an aggregate purchase price of up to $1,350,000 (the “Option Purchase Price”). The Purchaser shall pay the Option Purchase Price in accordance with the Company’s wiring instructions by wire transfer of immediately available funds to the Trust Account, 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 DLA Piper 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 (the “IPO Closing Date”) or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the "Initial Closing Date")Company, the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 6,225,000 7,333,333 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $6,225,000 11,000,000 (the "“Purchase Price"”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds in the following amounts: (i) $2,000,000 to the Company at a financial institution to be chosen by the Company, and (ii) $9,000,000 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 375,000 900,000 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 $1.50 per warrant for an aggregate purchase price of up to $1,350,000 (the “Option Purchase Price”). The Purchaser shall pay the Option Purchase Price in accordance with the Company’s wiring instructions by wire transfer of immediately available funds to the Trust Account, 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 DLA Piper 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 each of the Purchaser Purchasers and the Company (the "“Initial Closing Date"”), the Company shall issue and sell to the PurchaserPurchasers, and the each Purchaser shall agrees, severally and not jointly, to purchase from the Company, an aggregate of 6,225,000 2,800,000 Private Placement Warrants (in the case of GPIAC II, LLC) and 1,866,667 Private Placement Warrants (in the case of IDS III LLC), each at a price of $1.00 1.50 per warrant for an the aggregate purchase price $4,200,000 (in the case of GPIAC II, LLC) and $6,225,000 2,800,000 (in the "case of IDS III LLC), in each case not including additional Private Placement Warrants that may be purchased pursuant to Section 1(B)(ii)) (in relation to the relevant Purchaser, the “Purchase Price"”), which shall be paid by the relevant Purchaser by wire transfer of immediately available funds to the Company at least one day prior to the Initial Closing Date in accordance with the Company’s wiring instructions. On the Initial Closing Date, following the payment by the relevant Purchaser shall pay of the relevant 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 Company, at least one its option, shall deliver a certificate to the relevant Purchaser evidencing the Private Placement Warrants purchased and received by the relevant Purchaser on such date duly registered in the relevant Purchaser’s name to the relevant Purchaser or effect such delivery in book-entry form. (1ii) business day prior to On the date of effectiveness (the "Effective Date") any closing of the registration statement relating to over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by each Co-Sponsor and the Company (the "Registration Statement"). On each such date, an “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any and where applicable) and the Initial Closing Date, upon a “Closing Date”), the Company shall issue and sell to the Co-Sponsors, and each Co-Sponsor agrees, severally and not jointly, to purchase from the Company, up to 300,000 Private Placement Warrants (in the case of GPIAC II, LLC) and up to 200,000 Private Placement Warrants (in the case of IDS III LLC), in each case in the same proportion as the amount of the option that is then so exercised, at a price of $1.50 per warrant for an aggregate purchase price of up to $450,000 (in the case of GPIAC II, LLC) and $300,000 (in the case of IDS III LLC) (in each case if the over-allotment option in connection with the Public Offering is exercised in full) (in relation to the relevant Purchaser, the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company at least one day prior to such Over-allotment Closing Date in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, following the payment by the Purchaser relevant Co-Sponsor of the relevant Over-allotment Purchase PricePrice by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the relevant Co-Sponsor on such date duly registered in the Purchaser's relevant Co-Sponsor’s name to the Purchaser relevant Co-Sponsor, 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 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 On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the "Initial “IPO Closing Date"”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 6,225,000 6,000,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $6,225,000 6,000,000 (the "“Purchase Price"”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds in the following amounts: (i) $2,000,000 to the Company, at a financial institution to be chosen by the Company, and (ii) $4,000,000 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 by the Purchaser 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 any closing of the underwriters' over-allotment option is exercised option, 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 “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and the IPO Closing Date, being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to an additional 375,000 Private Placement Warrants (the "Additional aggregate of 600,000 Private Placement Warrants"), in the same proportion as the amount of the option that is then so exercised, and simultaneously at a price of $1.00 per warrant for an aggregate purchase price of up to $600,000 (if the over-allotment option in connection with such purchase the Public Offering is exercised in full) (the “Over-allotment Purchase Price”). Each of Additional Private Placement Warrants, as payment the Purchaser shall pay the Over-allotment Purchase Price in full for accordance with the Additional Private Placement Warrants being purchased hereunder, and Company’s wire instruction by wire transfer of immediately available funds to the Trust Account at least one (1) business day prior to such Over-allotment Closing Date. On the closing of such portion Over-allotment Closing Date, following the payment by the Purchaser of the underwriters' overOver-allotment option, Purchaser shall pay $1.00 per Additional Private Placement Warrant, up to an aggregate amount of $375,000, Purchase Price by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the Trust Account. The closing of 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 DLA Piper LLP, counsel for the Company, or such other place as may be agreed upon at its option, shall 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 On the date of the consummation of the Public Offering (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 12,200,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant for an aggregate purchase price of $12,200,000 (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 amounts: (i) $3,200,000 to the Company at a financial institution to be chosen by the Company; and (ii) $6,000,000 to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each case, at least one (1) business day prior to the IPO Closing Date. On the IPO Closing Date, subject to the receipt of funds pursuant to the immediately preceding sentence, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of the closing of the option to purchase additional units, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the "Initial “Option Closing Date"” and, each Option Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 6,225,000 up to 1,350,000 Private Placement Warrants (or, to the extent the option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the option that is exercised) at a price of $1.00 per warrant Private Placement Warrant for an aggregate purchase price of up to $6,225,000 1,350,000 (the "“Option Purchase Price"”). The Purchaser shall pay the Option Purchase Price in accordance with the Company’s wiring instructions by wire transfer of immediately available funds to the trust account (the "Trust Account") maintained by Continental Stock Transfer & Trust Company, acting as trustee ("Continental"), Account 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 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 ’s name to the Purchaser or effect such delivery in book-entry form. (iiiii) In The Company shall issue and sell to the event that the underwriters' over-allotment option is exercised in full or in partPurchaser, and the Purchaser shall purchase from the Company, up to an additional 375,000 2,300,000 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 WarrantsWarrant for an aggregate purchase price of up to $2,300,000 (the “Extension Purchase Price”). The Purchaser 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-month extension, as payment further described in full for the Additional Registration Statement. The Purchaser is obligated to purchase 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, 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 provides notice 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 DLA Piper 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 On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the "Initial “IPO Closing Date"”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 6,225,000 5,000,000 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $6,225,000 7,500,000 (the "“Purchase Price"”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds in the following amounts: (i) $2,500,000 to the Company, at a financial institution to be chosen by the Company, and (ii) $5,000,000 to the trust account (the "Trust Account") maintained by Continental Stock Transfer & Trust Company, acting as trustee ("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 by the Purchaser 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 any closing of the underwriters' over-allotment option is exercised option, 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 “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and the IPO Closing Date, being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to an additional 375,000 Private Placement Warrants (the "Additional aggregate of 500,000 Private Placement Warrants"), in the same proportion as the amount of the option that is then so exercised, and simultaneously at a price of $1.50 per warrant for an aggregate purchase price of up to $750,000 (if the over-allotment option in connection with such purchase the Public Offering is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of Additional Private Placement Warrants, as payment in full for immediately available funds to the Additional Private Placement Warrants being purchased hereunder, and Trust Account at least one (1) business day prior to such Over-allotment Closing Date. On the closing of such portion Over-allotment Closing Date, upon the payment by the Purchaser of the underwriters' overOver-allotment option, Purchaser shall pay $1.00 per Additional Private Placement Warrant, up to an aggregate amount of $375,000, Purchase Price by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the Trust Account. The closing of 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 DLA Piper LLP, counsel for the Company, or such other place as may be agreed upon at its option, shall 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 On the date that is one (1) business day prior to the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the "Initial “IPO Closing Date"”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 6,225,000 [ ] Private Placement Warrants at a price of $1.00 [ ] per warrant Private Placement Warrant for an aggregate purchase price of $6,225,000 [ ] (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 ("Continental"the “Trust Account”), at least one (1) business day prior to in each case in accordance with the date of effectiveness (the "Effective Date") of the registration statement relating to the Public Offering (the "Registration Statement")Company’s wiring instructions. 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. (i) On the date that is one (1) business day prior to the date of the consummation of the Over-allotment Option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Option Closing Date,” and each Option Closing Date (if any) and the IPO Closing Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to [ ] Private Placement Warrants (or, to the extent the Over-allotment Option is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the Over-allotment Option that is exercised) at a price of $[ ] per Private Placement Warrant for an aggregate purchase price of up to $[ ] (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, at least one (1) business day prior to the Option Closing Date. On the Option Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased 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 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 On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the "Initial “IPO Closing Date"”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 6,225,000 4,333,333 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $6,225,000 6,499,999.50 (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")pay, at least one (1) business day prior to the date IPO Closing Date, the Purchase Price by wire transfer of effectiveness immediately available funds, consisting of (i) $5,000,000 to the trust account, at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, in accordance with the Company’s wiring instructions (the "Effective Date"“Trust Account”), and (ii) of $1,499,999.50 to, or on behalf of, the registration statement relating to Company in accordance with the Public Offering (the "Registration Statement")Company’s wiring instructions. On the Initial IPO Closing Date, upon subject to receipt of funds pursuant to the payment by the Purchaser of the Purchase Priceimmediately prior sentence, the Company, at 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 date of the consummation of the closing of any over-allotment option, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (an “Over-allotment Closing Date,” and each Over-allotment 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 400,000 Private Placement Warrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the over-allotment option that is then exercised) at a price of $1.50 per warrant for an aggregate purchase price of up to $600,000 (if the underwriters' over-allotment option is exercised in full or in part, full) (the “Over-allotment Purchase Price”). The Purchaser shall purchase up pay the Over-allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to an additional 375,000 Private Placement Warrants the Company or the Trust Account (as set forth in the "Additional Private Placement Warrants"wire instructions), 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' overOver-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 AccountClosing 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' overOn each Over-allotment option (such closing date, together with the Initial Closing Date, subject to receipt of funds pursuant to the "Closing Dates" and eachimmediately 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 Closing Date duly registered in the offices of DLA Piper 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 Closing Date"”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 6,225,000 [7,333,333] Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $6,225,000 [11,000,000] (the "“Purchase Price"”). Purchaser , which shall pay the Purchase Price be paid by wire transfer of immediately available funds in the following amounts: (i) $[3,000,000] to the Company, at a financial institution to be chosen by the Company, and (ii) $[8,000,000] 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 (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 following the payment by the Purchaser of the Purchase PricePrice by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser's ’s name to the Purchaser Purchaser, or effect such delivery in book-entry form. (ii) In On the event that date of the underwriters' consummation of each closing (if any) of the over-allotment option is exercised 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 “Over-allotment Closing Date”, and, each Over-allotment Closing Date (if any) together with the Initial Closing Date, being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of up to an additional 375,000 Private Placement Warrants (the "Additional 800,000 Private Placement Warrants"), in the same proportion as the amount of the over-allotment option that is then so exercised, and simultaneously with such at a price of $1.50 per warrant for an aggregate purchase price of Additional Private Placement Warrants, as payment in full for up to $1,200,000 (if 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 optionoption in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), Purchaser which shall pay $1.00 per Additional Private Placement Warrant, up to an aggregate amount of $375,000, be paid by wire transfer of immediately available funds or to the Company at least one day prior to such Over-allotment Closing Date in accordance with the Company’s wiring instructions; provided, however, that the Over-allotment Purchase Price shall be reimbursed to the Purchaser if such Over-allotment Closing Date does not occur on the day following such wire payment. On the Over-allotment Closing Date, following the payment by such other method as may be reasonably acceptable the Purchaser of the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the 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 DLA Piper LLP, counsel for the CompanyPurchaser, 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 Purchasers and the Company (the "Initial “IPO Closing Date"”), the Company shall issue and sell to the PurchaserPurchasers, and the Purchaser Purchasers shall purchase from the Company, an aggregate of 6,225,000 11,333,333 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $6,225,000 17,000,000 (the "“Purchase Price")”) in accordance with the amounts set forth on Exhibit A attached hereto. Purchaser The Sponsor shall pay the Purchase Price by wire transfer of immediately available funds in the following amounts: (i) $7,000,000 to the Company, at a financial institution to be chosen by the Company, and (ii) $10,000,000 to the trust account (the "Trust Account") maintained by Continental Stock Transfer & Trust Company, acting as trustee ("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 (IPO Closing Date, and, at such time, each Director shall reimburse the "Effective Date") of the registration statement relating to the Public Offering (the "Registration Statement")Sponsor their respective amounts as set forth on Exhibit A attached hereto. On the Initial IPO Closing Date, upon subject to the payment by receipt of funds pursuant to the Purchaser of the Purchase Priceimmediately prior sentence, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchasers on such date duly registered in the Purchaser's Purchasers’ name to the Purchaser Purchasers or effect such delivery in book-entry form. (ii) In On the event that date of any closing of the underwriters' over-allotment option is exercised option, if any, in full connection with the Public Offering or in parton such earlier time and date as may be mutually agreed by the Sponsor and the Company (each such date, an “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and the IPO Closing Date, being sometimes referred to herein as a “Closing Date”), the Purchaser Company shall issue and sell to the Sponsor, and the Sponsor shall purchase from the Company, up to an additional 375,000 Private Placement Warrants (the "Additional aggregate of 1,000,000 Private Placement Warrants"), in the same proportion as the amount of the option that is then so exercised, and simultaneously at a price of $1.50 per warrant for an aggregate purchase price of up to $1,500,000 (if the over-allotment option in connection with such purchase the Public Offering is exercised in full) (the “Over-allotment Purchase Price”). The Sponsor shall pay the Over-allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of Additional Private Placement Warrants, as payment in full for immediately available funds to the Additional Private Placement Warrants being purchased hereunder, and Trust Account at least one (1) business day prior to such Over-allotment Closing Date. On the closing of such portion Over-allotment Closing Date, following the payment by the Sponsor of the underwriters' overOver-allotment option, Purchaser shall pay $1.00 per Additional Private Placement Warrant, up to an aggregate amount of $375,000, Purchase Price by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the Trust Account. The closing of 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 DLA Piper LLP, counsel for the Company, or such other place as may be agreed upon at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the parties heretoSponsor on such date duly registered in the Purchasers’ name to the Purchasers, or effect such delivery 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 and concurrently with the consummation thereof, or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the "“Initial Closing Date"”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 6,225,000 4,666,667 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $6,225,000 7,000,000 (or up to 5,1666,667 warrants if the Underwriters’ option to purchase additional units in connection with the Company’s initial public offering is exercised in full for an aggregate purchase price of $7,750,000) (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. 333-254527) filed in connection with the Public Offering (the "Registration Statement")Offering. On the Initial Closing Date, the Company, shall either, at its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering, and concurrently with the consummation thereof, or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”; together with the Initial Closing Date, the “Closing Dates” and each, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to an aggregate of 500,000 Private Placement Warrants, in the same proportion as the amount of the over-allotment option that is exercised, at a price of $1.50 per warrant for an aggregate purchase price of up to $750,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase PricePrice payable by it by wire transfer of immediately available funds to the Company, the CompanyCompany 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 ’s name to the Purchaser Purchaser, or effect such delivery in book-entry form. (ii) In the event that the underwriters' over-allotment option is exercised in full or in part, the Purchaser shall purchase up to an additional 375,000 Private Placement Warrants (the "Additional Private Placement Warrants"), in the same proportion as the amount of the 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 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 On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the "Initial “IPO Closing Date"”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 6,225,000 12,000,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $6,225,000 12,000,000 (the "“Purchase Price"”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds in the following amounts: (i) $2,000,000 to the Company at a financial institution to be chosen by the Company, and (ii) $10,000,000 to the trust account (the "Trust Account") maintained by Continental Stock Transfer & Trust Company, acting as trustee ("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' overclosing of the option to purchase additional units, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Over-allotment option is exercised in full or in partAllotment 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 1,350,000 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) at a price of $1.00 per warrant for an aggregate purchase price of up to $1,350,000 (the “Over-Allotment Purchase Price”). The Purchaser shall pay the Over-Allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Trust Account, 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 Over-Allotment Closing Date. On the underwriters' overOver-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 Allotment 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 DLA Piper 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 6,225,000 8,266,667 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $6,225,000 12,400,000 (the "“Purchase Price")”) in the amount set forth opposite the Purchaser’s name in Schedule I hereto. The Purchaser shall pay the Purchase Price set forth opposite the Purchaser’s name in Schedule I by wire transfer of immediately available funds to in accordance with the trust account (the "Trust Account") maintained by Continental Stock Transfer & Trust Company, acting as trustee ("Continental")’s wiring instructions, at least one (1) business day prior to the 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, an aggregate of up to an additional 375,000 870,000 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, and simultaneously with ) (such purchase of Additional Private Placement Warrants, as payment “Option Warrants”) at a price of $1.50 per warrant for an aggregate purchase price of up to $1,305,000 (the “Option Purchase Price”). The Purchaser shall pay the Option Purchase Price in full for accordance with the Additional Private Placement Warrants being purchased hereunder, and Company’s wire instruction by wire transfer of immediately available funds 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 DLA Piper LLP, counsel for the Company, Purchaser’s name 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 6,225,000 8,000,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $6,225,000 8,000,000 (the "“Purchase Price"”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds in the following amounts: (i) $2,000,000 to the Company at a financial institution to be chosen by the Company, and (ii) $6,000,000 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' overclosing of the option to purchase additional units, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Over-allotment option is exercised in full or in partAllotment 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 proportion to the same proportion as the amount 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 “Over-Allotment Purchase Price”). The Purchaser shall pay the Over-Allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Trust Account, 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 Over-Allotment Closing Date. On the underwriters' overOver-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 Allotment 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 DLA Piper 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 6,225,000 Company 2,715,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $6,225,000 2,715,000 (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 ("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 by the Purchaser 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 any closing 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 IPO Closing Date, being sometimes referred to herein as a “Closing Date”), the Company shall transfer up to $150,000 (if the over-allotment option in connection with the Public Offering is exercised in full or in part, full) from the Purchaser shall purchase up financial institution chosen by it 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 Trust Account at least one at (1) business day prior to the closing of such portion of the underwriters' overOver-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 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 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 purchase, the Company, an aggregate of 6,225,000 Private Placement Warrants at a price of $1.00 per warrant Private Placement Warrant for an aggregate purchase price of $6,225,000 [------] (the "“Purchase Price"”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds in the following amounts: (a) $[----------] to or on behalf of the Company at a financial institution to be chosen by the Company; and (b) $[-------] 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 IPO Closing Date; provided, however, that if underwriters of effectiveness (the "Effective Date") of the registration statement relating to the Public Offering exercise their option to purchase additional units, in whole or in part, the amount in clause (b) shall instead be equal to [--]% of the "Registration Statement")gross proceeds of the Public Offering, including such option, and the amount in clause (a) shall instead be equal to the difference between (x) $[---------] and (y) [--]% of the gross proceeds of the Public Offering. 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 [------] 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, and simultaneously with such purchase ) at a price of Additional $1.00 per Private Placement Warrants, as payment in full Warrant for an aggregate purchase price of up to $[-----] (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 wire instruction by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the Trust Account, at least one business day prior to the Option Closing Date. 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 DLA Piper 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 6,225,000 6,750,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $6,225,000 6,750,000 (the "“Purchase Price"”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds in the following amounts: (i) $2,750,000 to the Company, at a financial institution to be chosen by the Company, and (ii) $4,000,000 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 by the Purchaser 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 any closing of the underwriters' over-allotment option is exercised option, 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 “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and the IPO Closing Date, being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to an additional 375,000 Private Placement Warrants (the "Additional aggregate of 600,000 Private Placement Warrants"), in the same proportion as the amount of the option that is then so exercised, and simultaneously at a price of $1.00 per warrant for an aggregate purchase price of up to $600,000 (if the over-allotment option in connection with such purchase the Public Offering is exercised in full) (the “Over-allotment Purchase Price”). Each of Additional Private Placement Warrants, as payment the Purchaser shall pay the Over-allotment Purchase Price in full for accordance with the Additional Private Placement Warrants being purchased hereunder, and Company’s wire instruction by wire transfer of immediately available funds to the Trust Account at least one (1) business day prior to such Over-allotment Closing Date. On the closing of such portion Over-allotment Closing Date, following the payment by the Purchaser of the underwriters' overOver-allotment option, Purchaser shall pay $1.00 per Additional Private Placement Warrant, up to an aggregate amount of $375,000, Purchase Price by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the Trust Account. The closing of 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 DLA Piper LLP, counsel for the Company, or such other place as may be agreed upon at its option, shall 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 On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the "Initial “IPO Closing Date"”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 6,225,000 9,000,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $6,225,000 9,000,000 (the "“Purchase Price"”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds in the following amounts: (i) $2,000,000 to the Company at a financial institution to be chosen by the Company, and (ii) $7,000,000 to the trust account (the "Trust Account") maintained by Continental Stock Transfer & Trust Company, acting as trustee ("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' overclosing of the option to purchase additional units, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Over-allotment option is exercised in full or in partAllotment 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 proportion to the same proportion as the amount 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 “Over-Allotment Purchase Price”). The Purchaser shall pay the Over-Allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Trust Account, 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 Over-Allotment Closing Date. On the underwriters' overOver-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 Allotment 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 DLA Piper 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 (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 8,200,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant for an aggregate purchase price of $8,200,000 (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 amounts: (i) $[ ] to the Company at a financial institution to be chosen by the Company; and (ii) $[ ] to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each case, at least one (1) business day prior to the IPO Closing Date. On the IPO Closing Date, subject to the receipt of funds pursuant to the immediately preceding sentence, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of the closing of the option to purchase additional units, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the "Initial “Option Closing Date"” and, each Option Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 6,225,000 up to 750,000 Private Placement Warrants (or, to the extent the option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the option that is exercised) at a price of $1.00 per warrant Private Placement Warrant for an aggregate purchase price of up to $6,225,000 750,000 (the "“Option Purchase Price"”). The Purchaser shall pay the Option Purchase Price in accordance with the Company’s wiring instructions by wire transfer of immediately available funds to the trust account (the "Trust Account") maintained by Continental Stock Transfer & Trust Company, acting as trustee ("Continental"), Account 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 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 ’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 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 On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the "“Initial Closing Date"”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 6,225,000 13,400,000 Private Placement Warrants at a price of $1.00 0.50 per warrant for an aggregate purchase price of $6,225,000 6,700,000 (the "“Purchase Price"”). Purchaser shall pay , which such amount plus the Over-allotment Purchase Price (as defined below) shall 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")trustee, at least one (1) business day prior to or into an escrow account maintained by Winston & Sxxxxx LLP, counsel for the Company, on the date of effectiveness (the "Effective Date") of the registration statement relating to the Public Offering (in accordance with 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 ’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 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 “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 up to an additional 375,000 Private Placement Warrants (from 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 WarrantCompany, up to an aggregate amount of 1,350,000 additional Private Placement Warrants at a price of $375,000, by wire transfer 0.50 per warrant for an aggregate purchase price of immediately available funds or by such other method as may be reasonably acceptable up to $675,000 (if 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 in connection with the Initial Public Offering is exercised in full) (the “Over-allotment Purchase Price”). On the Over-allotment Closing Date, the "Closing Dates" and eachCompany 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 by the offices of DLA Piper 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 On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the "Initial “IPO Closing Date"”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 6,225,000 Company 5,000,000 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $6,225,000 7,500,000 (the "“Purchase Price"”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds in the following amounts: (i) $2,000,000 to the Company, at a financial institution to be chosen by the Company, and (ii) $5,500,000 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 by the Purchaser 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 any closing 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 IPO Closing Date, being sometimes referred to herein as a “Closing Date”), the Company shall transfer up to $825,000 (if the over-allotment option in connection with the Public Offering is exercised in full or in part, full) from the Purchaser shall purchase up financial institution chosen by it 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 Trust Account at least one at (1) business day prior to the closing of such portion of the underwriters' overOver-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 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 On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser Purchasers and the Company (the "Initial “IPO Closing Date"”), the Company shall issue and sell to the PurchaserPurchasers, and the Purchaser Purchasers shall purchase from the Company, an aggregate of 6,225,000 7,333,333 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $6,225,000 11,000,000 (the "“Purchase Price"”). Purchaser The Purchasers shall pay the Purchase Price by wire transfer of immediately available funds to the Company, to the trust account (account, at a financial institution to be chosen by the "Trust Account") Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee trustee, in accordance with the Company’s wiring instructions ("Continental"the “Trust 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 the payment by the Purchaser Purchasers of the Purchase Price, by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by each of the Purchasers on such date duly registered in each of the Purchaser's name ’s names to each of the Purchaser Purchasers or effect such delivery in book-entry form. (ii) In On the event that date of any closing of the underwriters' over-allotment option is exercised option, if any, in full connection with the Public Offering or in parton such earlier time and date as may be mutually agreed by the Purchasers and the Company (each such date, an “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and the IPO Closing Date, being sometimes referred to herein as a “Closing Date”), the Purchaser Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, up to an additional 375,000 Private Placement Warrants (the "Additional aggregate of 900,000 Private Placement Warrants"), in the same proportion as the amount of the option that is then so exercised, and simultaneously at a price of $1.50 per warrant for an aggregate purchase price of up to $1,350,000 (if the over-allotment option in connection with such purchase the Public Offering is exercised in full) (the “Over-allotment Purchase Price”). Each of Additional Private Placement Warrants, as payment the Purchasers shall pay the Over-allotment Purchase Price in full for accordance with the Additional Private Placement Warrants being purchased hereunder, and Company’s wire instruction by wire transfer of immediately available funds to the Trust Account at least one (1) business day prior to such Over-allotment Closing Date. On the closing of such portion Over-allotment Closing Date, following the payment by the Purchaser of the underwriters' overOver-allotment option, Purchaser shall pay $1.00 per Additional Private Placement Warrant, up to an aggregate amount of $375,000, Purchase Price by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the Trust Account. The closing of 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 DLA Piper LLP, counsel for the Company, or such other place as may be agreed upon at its option, shall 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 On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the "Initial “IPO Closing Date"”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 6,225,000 4,816,667 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $6,225,000 7,225,000 (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")pay, at least one (1) business day prior to the date IPO Closing Date, the Purchase Price by wire transfer of effectiveness immediately available funds, consisting of (i) $4,475,000 to the trust account, at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, in accordance with the Company’s wiring instructions (the "Effective Date"“Trust Account”), and (ii) of $2,750,000 to, or on behalf of, the registration statement relating to Company in accordance with the Public Offering (the "Registration Statement")Company’s wiring instructions. On the Initial IPO Closing Date, upon subject to receipt of funds pursuant to the payment by the Purchaser of the Purchase Priceimmediately prior sentence, the Company, at 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 date of the consummation of the closing of any over-allotment option, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (an “Over-allotment Closing Date,” and each Over-allotment 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 450,000 Private Placement Warrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the over-allotment option that is then exercised) at a price of $1.50 per warrant for an aggregate purchase price of up to $675,000 (if the underwriters' over-allotment option is exercised in full or in part, full) (the “Over-allotment Purchase Price”). The Purchaser shall purchase up pay the Over-allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to an additional 375,000 Private Placement Warrants the Company or the Trust Account (as set forth in the "Additional Private Placement Warrants"wire instructions), 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' overOver-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 AccountClosing 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' overOn each Over-allotment option (such closing date, together with the Initial Closing Date, subject to receipt of funds pursuant to the "Closing Dates" and eachimmediately 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 Closing Date duly registered in the offices of DLA Piper 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 6,225,000 7,500,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $6,225,000 7,500,000 (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")pay, at least one (1) business day prior to the date IPO Closing Date, the Purchase Price by wire transfer of effectiveness immediately available funds, consisting of (i) $5,500,000 to the trust account, at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, in accordance with the Company’s wiring instructions (the "Effective Date"“Trust Account”), and (ii) of $2,000,000 to, or on behalf of, the registration statement relating to Company in accordance with the Public Offering (the "Registration Statement")Company’s wiring instructions. On the Initial IPO Closing Date, upon subject to receipt of funds pursuant to the payment by the Purchaser of the Purchase Priceimmediately prior sentence, the Company, at 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 date of the consummation of the closing of the over-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (an “Over-allotment Closing Date,” and each Over-allotment 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 825,000 Private Placement Warrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the over-allotment option that is then exercised) at a price of $1.00 per warrant for an aggregate purchase price of up to $825,000 (if the underwriters' over-allotment option is exercised in full or in part, full) (the “Over-allotment Purchase Price”). The Purchaser shall purchase up pay the Over-allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to an additional 375,000 Private Placement Warrants the Company or the Trust Account (as set forth in the "Additional Private Placement Warrants"wire instructions), 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' overOver-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 Closing Date. On 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' overOver-allotment option (such closing date, together with the Initial Closing Date, subject to receipt of funds pursuant to the "Closing Dates" and eachimmediately 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 DLA Piper 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.