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

Purchase and Sale of the Private Placement Warrants. On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, an aggregate of 6,000,000 Private Placement Warrants at a price of $1.50 per warrant for an aggregate purchase price of $9,000,000 (the “Purchase Price”) (in such amounts as described on Exhibit A hereto), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to the Initial Closing Date. On the Initial Closing Date, the Company, shall either, at its option, deliver certificates evidencing the Private Placement Warrants purchased by the Purchasers on such date duly registered in each Purchaser’s name to each Purchaser, or effect such delivery in book-entry form. On the date of any closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers and the Company (each such date, an “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and the Initial Closing Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, up to an aggregate of 700,000 Private Placement Warrants, in the same proportion as the amount of the over-allotment option that is exercised, at a price of $1.50 per warrant for an aggregate purchase price of up to $1,050,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”) (in such amounts as described on Exhibit A hereto), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to such Over-allotment Closing Date. On the Over-allotment Closing Date, following the payment by the Purchasers of the Over-allotment Purchase Price payable by them by wire transfer of immediately available funds to the Company, the Company shall either, at its option, deliver certificates evidencing the Private Placement Warrants purchased by the Purchasers on such date duly registered in each Purchaser’s name to each Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. On the date of the consummation of the Public Offering Offering, and concurrently with the consummation thereof, or on such earlier time and date as may be mutually agreed by the Purchasers Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of 6,000,000 Company 4,500,000 Private Placement Warrants at a price of $1.50 1.00 per warrant for an aggregate purchase price of $9,000,000 4,500,000 (the “Purchase Price”) (in such amounts as described on Exhibit A hereto), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to the Initial Closing Dateinstructions. On the Initial Closing Date, upon payment by the Purchaser of the Purchase Price, the Company, shall either, at its option, deliver certificates a certificate evidencing the Private Placement Warrants purchased by the Purchasers Purchaser on such date duly registered in each the Purchaser’s name to each the Purchaser, or effect such delivery in book-entry form. On the date of any the consummation of the closing of the over-allotment option in connection with the Public Offering Offering, and concurrently with the consummation thereof, or on such earlier time and date as may be mutually agreed by the Purchasers Purchaser and the Company (each such date, an “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and ”; together with the Initial Closing Date being sometimes referred to herein as Date, the “Closing Dates” and each, a “Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, up to an aggregate of 700,000 4,950,000 Private Placement Warrants, in the same proportion as the amount of the over-allotment option that is exercised, at a price of $1.50 1.00 per warrant for an aggregate purchase price of up to $1,050,000 4,950,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”) (in such amounts as described on Exhibit A hereto), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to such Over-allotment Closing Dateinstructions. On the Over-allotment Closing Date, following upon the payment by the Purchasers Purchaser of the Over-allotment Purchase Price payable by them it by wire transfer of immediately available funds to the Company, the Company shall either, at its option, deliver certificates a certificate evidencing the Private Placement Warrants purchased by the Purchasers Purchaser on such date duly registered in each the Purchaser’s name to each the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers Purchaser and the Company (the “Initial IPO Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of 6,000,000 4,533,334 Private Placement Warrants at a price of $1.50 per warrant for an aggregate purchase price of $9,000,000 6,800,001 (the “Purchase Price”) (in such amounts as described on Exhibit A hereto), which . The Purchaser shall be paid pay the Purchase Price by wire transfer of immediately available funds in the following amounts: (i) $2,500,000 to the Company Company, at a financial institution to be chosen by the Company, and (ii) $4,300,001 to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each case in accordance with the Company’s wiring instructions instructions, at least one (1) business day prior to the Initial IPO Closing Date. On the Initial IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company, shall either, at its option, shall deliver certificates a certificate evidencing the Private Placement Warrants purchased by the Purchasers Purchaser on such date duly registered in each the Purchaser’s name to each Purchaser, the Purchaser or effect such delivery in book-entry form. . (ii) On the date of any the closing of the over-allotment option to purchase additional units, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers Purchaser and the Company (each such date, an the “Over-allotment Option Closing Date,” ”, and each Over-allotment Option Closing Date (if any) and the Initial IPO Closing Date being sometimes referred to herein as Date, a “Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, up to an aggregate of 700,000 480,000 Private Placement WarrantsWarrants (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 same proportion as the amount portion of the over-allotment option that is exercised, ) at a price of $1.50 per warrant for an aggregate purchase price of up to $1,050,000 (if the over-allotment option in connection with the Public Offering is exercised in full) 720,000 (the “Over-allotment “ Option Purchase Price”) (). The Purchaser shall pay the Option Purchase Price in such amounts as described on Exhibit A hereto), which shall be paid accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions Trust Account, at least one (1) business day prior to such Over-allotment the Option Closing Date. On the Over-allotment Option Closing Date, following the payment by the Purchasers of the Over-allotment Purchase Price payable by them by wire transfer of immediately available funds subject to the Companyreceipt of funds pursuant to the immediately prior sentence, the Company shall eithershall, at its option, deliver certificates a certificate evidencing the Private Placement Warrants purchased by the Purchasers Purchaser on such date duly registered in each the Purchaser’s name to each Purchaser, the Purchaser or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering Offering, and concurrently with the consummation thereof, or on such earlier time and date as may be mutually agreed by the Purchasers Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of 6,000,000 4,333,333 Private Placement Warrants at a price of $1.50 per warrant for an aggregate purchase price of $9,000,000 6,500,000 (the “Purchase Price”) (in such amounts as described on Exhibit A hereto), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to the Initial Closing Dateinstructions. On the Initial Closing Date, upon payment by the Purchaser of the Purchase Price, the Company, shall either, at its option, shall deliver certificates a certificate evidencing the Private Placement Warrants purchased by the Purchasers Purchaser on such date duly registered in each the Purchaser’s name to each Purchaser, the Purchaser or effect such delivery in book-entry form. . (ii) On the date of any the consummation of the closing of the over-allotment option option, if any, in connection with the Public Offering Offering, and concurrently with the consummation thereof, or on such earlier time and date as may be mutually agreed by the Purchasers Purchaser and the Company (each such date, an “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and ”, together with the Initial Closing Date being sometimes referred to herein as Date, the “Closing Dates” and each, a “Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, up to an aggregate of 700,000 450,000 Private Placement Warrants, Warrants (in the same proportion as the amount of the over-allotment option that is exercised, ) at a price of $1.50 per warrant for an aggregate purchase price of up to $1,050,000 675,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”) (in such amounts as described on Exhibit A hereto), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to such Over-allotment Closing Dateinstructions. On the Over-allotment Closing Date, following upon the payment by the Purchasers Purchaser of the Over-allotment Purchase Price payable by them it by wire transfer of immediately available funds to the Company, the Company shall eitherCompany, at its option, shall deliver certificates a certificate evidencing the Private Placement Warrants purchased by the Purchasers Purchaser on such date duly registered in each the Purchaser’s name to each Purchaser, the Purchaser or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. On the date of the consummation of the Public Offering Offering, and concurrently with the consummation thereof, or on such earlier time and date as may be mutually agreed by the Purchasers Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of 6,000,000 Company 9,700,000 Private Placement Warrants at a price of $1.50 0.50 per warrant for an aggregate purchase price of $9,000,000 4,850,000 (the “Purchase Price”) (in such amounts as described on Exhibit A hereto), which . The Purchase Price shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to the Initial Closing Datedate of effectiveness of the registration statement to be filed in connection with the Public Offering. On the Initial Closing Date, the Company, shall either, at its option, deliver certificates a certificate evidencing the Private Placement Warrants purchased by the Purchasers Purchaser on such date duly registered in each the Purchaser’s name to each the Purchaser, or effect such delivery in book-entry form. On the date of any the consummation of the closing of the over-allotment option in connection with the Public Offering Offering, and concurrently with the consummation thereof, or on such earlier time and date as may be mutually agreed by the Purchasers Purchaser and the Company (each such date, an “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and ”; together with the Initial Closing Date being sometimes referred to herein as Date, the “Closing Dates” and each, a “Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, up to an aggregate of 700,000 900,000 Private Placement Warrants, in the same proportion as the amount of the over-allotment option that is exercised, at a price of $1.50 0.50 per warrant for an aggregate purchase price of up to $1,050,000 450,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”) (in such amounts as described on Exhibit A hereto), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to such Over-allotment Closing Dateinstructions. On the Over-allotment Closing Date, following upon the payment by the Purchasers Purchaser of the Over-allotment Purchase Price payable by them it by wire transfer of immediately available funds to the Company, the Company shall either, at its option, deliver certificates a certificate evidencing the Private Placement Warrants purchased by the Purchasers Purchaser on such date duly registered in each the Purchaser’s name to each the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. On the date of the consummation of the Public Offering Offering, and concurrently with the consummation thereof, or on such earlier time and date as may be mutually agreed by the Purchasers Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of 6,000,000 Company 3,250,000 Private Placement Warrants at a price of $1.50 1.00 per warrant for an aggregate purchase price of $9,000,000 3,250,000 (the “Purchase Price”) (in such amounts as described on Exhibit A hereto), which . The Purchase Price shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to the Initial Closing Datedate of effectiveness of the registration statement to be filed in connection with the Public Offering. On the Initial Closing Date, the Company, shall either, at its option, deliver certificates a certificate evidencing the Private Placement Warrants purchased by the Purchasers Purchaser on such date duly registered in each the Purchaser’s name to each the Purchaser, or effect such delivery in book-entry form. On the date of any the consummation of the closing of the over-allotment option in connection with the Public Offering Offering, and concurrently with the consummation thereof, or on such earlier time and date as may be mutually agreed by the Purchasers Purchaser and the Company (each such date, an “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and ”; together with the Initial Closing Date being sometimes referred to herein as Date, the “Closing Dates” and each, a “Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, up to an aggregate of 700,000 225,000 Private Placement Warrants, in the same proportion as the amount of the over-allotment option that is exercised, at a price of $1.50 1.00 per warrant for an aggregate purchase price of up to $1,050,000 225,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”) (in such amounts as described on Exhibit A hereto), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to such Over-allotment Closing Dateinstructions. On the Over-allotment Closing Date, following upon the payment by the Purchasers Purchaser of the Over-allotment Purchase Price payable by them it by wire transfer of immediately available funds to the Company, the Company shall either, at its option, deliver certificates a certificate evidencing the Private Placement Warrants purchased by the Purchasers Purchaser on such date duly registered in each the Purchaser’s name to each the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of 6,000,000 4,000,000 Private Placement Warrants at a price of $1.50 1.00 per warrant for an aggregate purchase price of $9,000,000 4,000,000 (the “Purchase Price”) (in such amounts as described on Exhibit A hereto), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to the Initial Closing Datedate of effectiveness of the registration statement on Form S-1 (File No. [●]) filed in connection with the Public Offering. On the Initial Closing Date, the Company, shall either, at its option, deliver certificates evidencing the Private Placement Warrants purchased by the Purchasers Purchaser on such date duly registered in each the Purchaser’s name to each the Purchaser, or effect such delivery in book-entry form. On the date of any the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers 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 PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, up to an aggregate of 700,000 390,000 Private Placement Warrants, in the same proportion as the amount of the over-allotment option that is exercised, at a price of $1.50 1.00 per warrant for an aggregate purchase price of up to $1,050,000 390,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”) (in such amounts as described on Exhibit A hereto), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to such Over-allotment Closing Dateinstructions. On the Over-allotment Closing Date, following upon the payment by the Purchasers Purchaser of the Over-allotment Purchase Price payable by them by wire transfer of immediately available funds to the Company, the Company shall either, at its option, deliver certificates evidencing the Private Placement Warrants purchased by the Purchasers Purchaser on such date duly registered in each the Purchaser’s name to each the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, up to an aggregate of 6,000,000 4,700,000 Private Placement Warrants at a price of $1.50 per warrant for an aggregate purchase price of up to $9,000,000 7,050,000 (the “Purchase Price”) (in such amounts as described on Exhibit A hereto), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to the Initial Closing Datedate of effectiveness of the registration statement on Form S-1 (File No. 333-251610) filed in connection with the Public Offering. On the Initial Closing Date, the Company, shall either, at its option, deliver certificates evidencing the Private Placement Warrants purchased by the Purchasers Purchaser on such date duly registered in each the Purchaser’s name to each the Purchaser, or effect such delivery in book-entry form. On the date of any the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers 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 PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, up to an aggregate of 700,000 480,000 additional Private Placement Warrants, in the same proportion as the amount of the over-allotment option that is exercised, at a price of $1.50 per warrant for an aggregate purchase price of up to $1,050,000 $720,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”) (in such amounts as described on Exhibit A hereto), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to such Over-allotment Closing Dateinstructions. On the Over-allotment Closing Date, following upon the payment by the Purchasers Purchaser of the Over-allotment Purchase Price payable by them by wire transfer of immediately available funds to the Company, the Company shall either, at its option, deliver certificates evidencing the Private Placement Warrants purchased by the Purchasers Purchaser on such date duly registered in each the Purchaser’s name to each the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. On the date of the consummation of the Public Offering Offering, and concurrently with the consummation thereof, or on such earlier time and date as may be mutually agreed by the Purchasers Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of 6,000,000 Company 6,750,000 Private Placement Warrants at a price of $1.50 1.00 per warrant for an aggregate purchase price of $9,000,000 6,750,000 (the “Purchase Price”) (in such amounts as described on Exhibit A hereto), which . The Purchase Price shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to the Initial Closing Datedate of effectiveness of the registration statement to be filed in connection with the Public Offering. On the Initial Closing Date, the Company, shall either, at its option, deliver certificates a certificate evidencing the Private Placement Warrants purchased by the Purchasers Purchaser on such date duly registered in each the Purchaser’s name to each the Purchaser, or effect such delivery in book-entry form. On the date of any the consummation of the closing of the over-allotment option in connection with the Public Offering Offering, and concurrently with the consummation thereof, or on such earlier time and date as may be mutually agreed by the Purchasers Purchaser and the Company (each such date, an “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and ”; together with the Initial Closing Date being sometimes referred to herein as Date, the “Closing Dates” and each, a “Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, up to an aggregate of 700,000 600,000 Private Placement Warrants, in the same proportion as the amount of the over-allotment option that is exercised, at a price of $1.50 1.00 per warrant for an aggregate purchase price of up to $1,050,000 600,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”) (in such amounts as described on Exhibit A hereto), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to such Over-allotment Closing Dateinstructions. On the Over-allotment Closing Date, following upon the payment by the Purchasers Purchaser of the Over-allotment Purchase Price payable by them it by wire transfer of immediately available funds to the Company, the Company shall either, at its option, deliver certificates a certificate evidencing the Private Placement Warrants purchased by the Purchasers Purchaser on such date duly registered in each the Purchaser’s name to each the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of 6,000,000 7,500,000 Private Placement Warrants at a price of $1.50 1.00 per warrant for an aggregate purchase price of $9,000,000 7,500,000 (the “Purchase Price”) (in such amounts as described on Exhibit A hereto), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to the Initial Closing Datedate of effectiveness of the registration statement on Form S-1 (File No. 333-249137) filed in connection with the Public Offering. On the Initial Closing Date, the Company, shall either, at its option, deliver certificates evidencing the Private Placement Warrants purchased by the Purchasers Purchaser on such date duly registered in each the Purchaser’s name to each the Purchaser, or effect such delivery in book-entry form. On the date of any the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers 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 PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, up to an aggregate of 700,000 600,000 Private Placement Warrants, in the same proportion as the amount of the over-allotment option that is exercised, at a price of $1.50 1.00 per warrant for an aggregate purchase price of up to $1,050,000 600,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”) (in such amounts as described on Exhibit A hereto), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to such Over-allotment Closing Dateinstructions. On the Over-allotment Closing Date, following upon the payment by the Purchasers Purchaser of the Over-allotment Purchase Price payable by them by wire transfer of immediately available funds to the Company, the Company shall either, at its option, deliver certificates evidencing the Private Placement Warrants purchased by the Purchasers Purchaser on such date duly registered in each the Purchaser’s name to each the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, an aggregate of 6,000,000 4,000,000 Private Placement Warrants at a price of $1.50 per warrant for an aggregate purchase price of $9,000,000 6,000,000 (the “Purchase Price”) (in such amounts as described on Exhibit A hereto), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to the Initial Closing Date. On the Initial Closing Date, the Company, shall either, at its option, deliver certificates evidencing the Private Placement Warrants purchased by the Purchasers on such date duly registered in each Purchaser’s name to each Purchaser, or effect such delivery in book-entry form. On the date of any closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers and the Company (each such date, an “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and the Initial Closing Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, up to an aggregate of 700,000 4,400,000 Private Placement Warrants, in the same proportion as the amount of the over-allotment option that is exercised, at a price of $1.50 per warrant for an aggregate purchase price of up to $1,050,000 6,600,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”) (in such amounts as described on Exhibit A hereto), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to such Over-allotment Closing Date. On the Over-allotment Closing Date, following the payment by the Purchasers of the Over-allotment Purchase Price payable by them by wire transfer of immediately available funds to the Company, the Company shall either, at its option, deliver certificates evidencing the Private Placement Warrants purchased by the Purchasers on such date duly registered in each Purchaser’s name to each Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. On the date of the consummation of the Public Offering Offering, and concurrently with the consummation thereof, or on such earlier time and date as may be mutually agreed by the Purchasers Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of 6,000,000 Company 7,720,000 Private Placement Warrants at a price of $1.50 1.00 per warrant for an aggregate purchase price of $9,000,000 7,720,000 (the “Purchase Price”) (in such amounts as described on Exhibit A hereto), which . The Purchase Price shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to the Initial Closing Datedate of effectiveness of the registration statement to be filed in connection with the Public Offering. On the Initial Closing Date, the Company, shall either, at its option, deliver certificates a certificate evidencing the Private Placement Warrants purchased by the Purchasers Purchaser on such date duly registered in each the Purchaser’s name to each the Purchaser, or effect such delivery in book-entry form. On the date of any the consummation of the closing of the over-allotment option in connection with the Public Offering Offering, and concurrently with the consummation thereof, or on such earlier time and date as may be mutually agreed by the Purchasers 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 PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, up to an aggregate of 700,000 783,000 Private Placement Warrants, in the same proportion as the amount of the over-allotment option that is exercised, at a price of $1.50 1.00 per warrant for an aggregate purchase price of up to $1,050,000 783,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”) (in such amounts as described on Exhibit A hereto), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to such Over-allotment Closing Dateinstructions. On the Over-allotment Closing Date, following upon the payment by the Purchasers Purchaser of the Over-allotment Purchase Price payable by them it by wire transfer of immediately available funds to the Company, the Company shall either, at its option, deliver certificates a certificate evidencing the Private Placement Warrants purchased by the Purchasers Purchaser on such date duly registered in each the Purchaser’s name to each the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. On the date of the consummation of the Public Offering Offering, and concurrently with the consummation thereof, or on such earlier time and date as may be mutually agreed by the Purchasers Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of 6,000,000 Company 4,166,667 Private Placement Warrants at a price of $1.50 per warrant for an aggregate purchase price of $9,000,000 6,250,000 (the “Purchase Price”) (in such amounts as described on Exhibit A hereto), which . The Purchase Price shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to the Initial Closing Datedate of effectiveness of the registration statement to be filed in connection with the Public Offering. On the Initial Closing Date, the Company, shall either, at its option, deliver certificates a certificate evidencing the Private Placement Warrants purchased by the Purchasers Purchaser on such date duly registered in each the Purchaser’s name to each the Purchaser, or effect such delivery in book-entry form. On the date of any the consummation of the closing of the over-allotment option in connection with the Public Offering Offering, and concurrently with the consummation thereof, or on such earlier time and date as may be mutually agreed by the Purchasers Purchaser and the Company (each such date, an “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and ”; together with the Initial Closing Date being sometimes referred to herein as Date, the “Closing Dates” and each, a “Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, up to an aggregate of 700,000 350,000 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 $1,050,000 525,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”) (in such amounts as described on Exhibit A hereto), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to such Over-allotment Closing Dateinstructions. On the Over-allotment Closing Date, following upon the payment by the Purchasers Purchaser of the Over-allotment Purchase Price payable by them it by wire transfer of immediately available funds to the Company, the Company shall either, at its option, deliver certificates a certificate evidencing the Private Placement Warrants purchased by the Purchasers Purchaser on such date duly registered in each the Purchaser’s name to each the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. On the date of the consummation of the Public Offering Offering, and concurrently with the consummation thereof, or on such earlier time and date as may be mutually agreed by the Purchasers Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of 6,000,000 Company 10,960,527 Private Placement Warrants at a price of $1.50 1.00 per warrant for an aggregate purchase price of $9,000,000 10,960,527 (the “Purchase Price”) (in such amounts as described on Exhibit A hereto), which . The Purchase Price shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to the Initial Closing Datedate of effectiveness of the registration statement to be filed in connection with the Public Offering. On the Initial Closing Date, the Company, shall either, at its option, deliver certificates a certificate evidencing the Private Placement Warrants purchased by the Purchasers Purchaser on such date duly registered in each the Purchaser’s name to each the Purchaser, or effect such delivery in book-entry form. On the date of any the consummation of the closing of the over-allotment option in connection with the Public Offering Offering, and concurrently with the consummation thereof, or on such earlier time and date as may be mutually agreed by the Purchasers Purchaser and the Company (each such date, an “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and ”; together with the Initial Closing Date being sometimes referred to herein as Date, the “Closing Dates” and each, a “Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, up to an aggregate of 700,000 322,367 Private Placement Warrants, in the same proportion as the amount of the over-allotment option that is exercised, at a price of $1.50 1.00 per warrant for an aggregate purchase price of up to $1,050,000 322,367 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”) (in such amounts as described on Exhibit A hereto), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to such Over-allotment Closing Dateinstructions. On the Over-allotment Closing Date, following upon the payment by the Purchasers Purchaser of the Over-allotment Purchase Price payable by them it by wire transfer of immediately available funds to the Company, the Company shall either, at its option, deliver certificates a certificate evidencing the Private Placement Warrants purchased by the Purchasers Purchaser on such date duly registered in each the Purchaser’s name to each the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, an aggregate of 6,000,000 6,466,667 Private Placement Warrants at a price of $1.50 per warrant for an aggregate purchase price of $9,000,000 9,700,000 (the “Purchase Price”) (in such amounts as described on Exhibit A hereto), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to the Initial Closing Date. On the Initial Closing Date, the Company, shall either, at its option, deliver certificates evidencing the Private Placement Warrants purchased by the Purchasers on such date duly registered in each Purchaser’s name to each Purchaser, or effect such delivery in book-entry form. On the date of any closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers and the Company (each such date, an “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and the Initial Closing Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, up to an aggregate of 700,000 770,000 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 $1,050,000 1,155,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”) (in such amounts as described on Exhibit A hereto), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to such Over-allotment Closing Date. On the Over-allotment Closing Date, following the payment by the Purchasers of the Over-allotment Purchase Price payable by them by wire transfer of immediately available funds to the Company, the Company shall either, at its option, deliver certificates evidencing the Private Placement Warrants purchased by the Purchasers on such date duly registered in each Purchaser’s name to each Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of 6,000,000 5,500,000 Private Placement Warrants at a price of $1.50 1.00 per warrant for an aggregate purchase price of $9,000,000 5,500,000 (the “Purchase Price”) (in such amounts as described on Exhibit A hereto), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to the Initial Closing Datedate of effectiveness of the registration statement on Form S-1 (File No. 333-[ ]) filed in connection with the Public Offering. On the Initial Closing Date, the Company, shall either, at its option, deliver certificates evidencing the Private Placement Warrants purchased by the Purchasers Purchaser on such date duly registered in each the Purchaser’s name to each Purchaser, the Purchaser or effect such delivery in book-entry form. On the date of any the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers Purchaser and the Company (each such date, an “Over-allotment Allotment Closing Date,” and each Over-allotment Allotment Closing Date (if any) and the Initial Closing Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, up to an aggregate of 700,000 600,000 Private Placement Warrants, in the same proportion as the amount of the over-allotment option that is exercised, at a price of $1.50 1.00 per warrant for an aggregate purchase price of up to $1,050,000 600,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Allotment Purchase Price”) (in such amounts as described on Exhibit A hereto), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to such Over-allotment Closing Dateinstructions. On the Over-allotment Allotment Closing Date, following upon the payment by the Purchasers Purchaser of the Over-allotment Allotment Purchase Price payable by them by wire transfer of immediately available funds to the Company, the Company shall either, at its option, deliver certificates evidencing the Private Placement Warrants purchased by the Purchasers Purchaser on such date duly registered in each the Purchaser’s name to each the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of 6,000,000 3,500,000 Private Placement Warrants at a price of $1.50 2.00 per warrant for an aggregate purchase price of $9,000,000 7,000,000 (the “Purchase Price”) (in such amounts as described on Exhibit A hereto), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to the Initial Closing Datedate of effectiveness of the registration statement on Form S-1 (File No. 333-[ ]) filed in connection with the Public Offering. On the Initial Closing Date, the Company, shall either, at its option, deliver certificates evidencing the Private Placement Warrants purchased by the Purchasers Purchaser on such date duly registered in each the Purchaser’s name to each the Purchaser, or effect such delivery in book-entry form. On the date of any the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers 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 PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, up to an aggregate of 700,000 375,000 Private Placement Warrants, in the same proportion as the amount of the over-allotment option that is exercised, at a price of $1.50 2.00 per warrant for an aggregate purchase price of up to $1,050,000 7,750,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”) (in such amounts as described on Exhibit A hereto), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to such Over-allotment Closing Dateinstructions. On the Over-allotment Closing Date, following upon the payment by the Purchasers Purchaser of the Over-allotment Purchase Price payable by them by wire transfer of immediately available funds to the Company, the Company shall either, at its option, deliver certificates evidencing the Private Placement Warrants purchased by the Purchasers Purchaser on such date duly registered in each the Purchaser’s name to each the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. On the date of the consummation of the Public Offering Offering, and concurrently with the consummation thereof, or on such earlier time and date as may be mutually agreed by the Purchasers Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of 6,000,000 Company 6,800,000 Private Placement Warrants at a price of $1.50 1.00 per warrant for an aggregate purchase price of $9,000,000 6,800,000 (the “Purchase Price”) (in such amounts as described on Exhibit A hereto), which . The Purchase Price shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to the Initial Closing Datedate of effectiveness of the registration statement to be filed in connection with the Public Offering. On the Initial Closing Date, the Company, shall either, at its option, deliver certificates a certificate evidencing the Private Placement Warrants purchased by the Purchasers Purchaser on such date duly registered in each the Purchaser’s name to each the Purchaser, or effect such delivery in book-entry form. On the date of any the consummation of the closing of the over-allotment option in connection with the Public Offering Offering, and concurrently with the consummation thereof, or on such earlier time and date as may be mutually agreed by the Purchasers Purchaser and the Company (each such date, an “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and ”; together with the Initial Closing Date being sometimes referred to herein as Date, the “Closing Dates” and each, a “Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, up to an aggregate of 700,000 600,000 Private Placement Warrants, in the same proportion as the amount of the over-allotment option that is exercised, at a price of $1.50 1.00 per warrant for an aggregate purchase price of up to $1,050,000 600,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”) (in such amounts as described on Exhibit A hereto), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to such Over-allotment Closing Dateinstructions. On the Over-allotment Closing Date, following upon the payment by the Purchasers Purchaser of the Over-allotment Purchase Price payable by them it by wire transfer of immediately available funds to the Company, the Company shall either, at its option, deliver certificates a certificate evidencing the Private Placement Warrants purchased by the Purchasers Purchaser on such date duly registered in each the Purchaser’s name to each the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers Purchaser and the Company (the “Initial [Initial] Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of 6,000,000 [_____] Private Placement Warrants at a price of $1.50 0.75 per warrant for an aggregate purchase price of up to $9,000,000 [___] (the “Purchase Price”) (in such amounts as described on Exhibit A hereto), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to the Initial Closing Datedate of effectiveness of the registration statement on Form S-1 (File No. 333-250939) filed in connection with the Public Offering. On the Initial [Initial] Closing Date, the Company, shall either, at its option, deliver certificates evidencing the Private Placement Warrants purchased by the Purchasers Purchaser on such date duly registered in each the Purchaser’s name to each the Purchaser, or effect such delivery in book-entry form. . (ii) On the date of any the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers Company and the Company Purchaser (each such date, an “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and ”; together with the Initial Closing Date being sometimes referred to herein as Date, the “Closing Dates” and each, a “Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, up in proportion to an aggregate of 700,000 Private Placement Warrants, in the same proportion as the amount percentage of the over-allotment option that is exercised, exercised an aggregate of up to [___] Private Placement Warrants at a price of $1.50 0.75 per warrant for an aggregate purchase price of up to $1,050,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”) (in such amounts as described on Exhibit A hereto)[__], which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to such Over-allotment Closing Dateinstructions. On the Over-allotment Closing Date, following the payment by the Purchasers of the Over-allotment Purchase Price payable by them by wire transfer of immediately available funds to the Company, the Company shall either, at its option, deliver certificates evidencing the Private Placement Warrants purchased by the Purchasers Purchaser on such date duly registered in each the Purchaser’s name to each the Purchaser, or effect such delivery in book-entry form.]

Purchase and Sale of the Private Placement Warrants. On the date of the consummation of the Public Offering Offering, and concurrently with the consummation thereof, or on such earlier time and date as may be mutually agreed by the Purchasers Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of 6,000,000 Company 6,250,000 Private Placement Warrants at a price of $1.50 1.00 per warrant for an aggregate purchase price of $9,000,000 6,250,000 (the “Purchase Price”) (in such amounts as described on Exhibit A hereto), which . The Purchase Price shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to the Initial Closing Datedate of effectiveness of the registration statement to be filed in connection with the Public Offering. On the Initial Closing Date, the Company, shall either, at its option, deliver certificates a certificate evidencing the Private Placement Warrants purchased by the Purchasers Purchaser on such date duly registered in each the Purchaser’s name to each the Purchaser, or effect such delivery in book-entry form. On the date of any the consummation of the closing of the over-allotment option in connection with the Public Offering Offering, and concurrently with the consummation thereof, or on such earlier time and date as may be mutually agreed by the Purchasers Purchaser and the Company (each such date, an “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and ”; together with the Initial Closing Date being sometimes referred to herein as Date, the “Closing Dates” and each, a “Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, up to an aggregate of 700,000 525,000 Private Placement Warrants, in the same proportion as the amount of the over-allotment option that is exercised, at a price of $1.50 1.00 per warrant for an aggregate purchase price of up to $1,050,000 525,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”) (in such amounts as described on Exhibit A hereto), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to such Over-allotment Closing Dateinstructions. On the Over-allotment Closing Date, following upon the payment by the Purchasers Purchaser of the Over-allotment Purchase Price payable by them it by wire transfer of immediately available funds to the Company, the Company shall either, at its option, deliver certificates a certificate evidencing the Private Placement Warrants purchased by the Purchasers Purchaser on such date duly registered in each the Purchaser’s name to each the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. On the date of the consummation of the Public Offering Offering, and concurrently with the consummation thereof, or on such earlier time and date as may be mutually agreed by the Purchasers Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of 6,000,000 Company 2,525,000 Private Placement Warrants at a price of $1.50 1.00 per warrant for an aggregate purchase price of $9,000,000 2,525,000 (the “Purchase Price”) (in such amounts as described on Exhibit A hereto), which . The Purchase Price shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to the Initial Closing Datedate of effectiveness of the registration statement on Form S-1 (File No. 333-248488) filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) under the Securities Act in connection with the Public Offering (such registration statement, as it may be amended from time to time, the “Registration Statement”). On the Initial Closing Date, the Company, shall either, at its option, deliver certificates a certificate evidencing the Private Placement Warrants purchased by the Purchasers Purchaser on such date duly registered in each the Purchaser’s name to each the Purchaser, or effect such delivery in book-entry form. On the date of any the consummation of the closing of the over-allotment option in connection with the Public Offering Offering, and concurrently with the consummation thereof, or on such earlier time and date as may be mutually agreed by the Purchasers Purchaser and the Company (each such date, an “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and ”; together with the Initial Closing Date being sometimes referred to herein as Date, the “Closing Dates” and each, a “Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, up to an aggregate of 700,000 Private 225,000Private Placement Warrants, in the same proportion as the amount of the over-allotment option that is exercised, at a price of $1.50 1.00 per warrant for an aggregate purchase price of up to $1,050,000 225,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”) (in such amounts as described on Exhibit A hereto), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to such Over-allotment Closing Dateinstructions. On the Over-allotment Closing Date, following upon the payment by the Purchasers Purchaser of the Over-allotment Purchase Price payable by them it by wire transfer of immediately available funds to the Company, the Company shall either, at its option, deliver certificates a certificate evidencing the Private Placement Warrants purchased by the Purchasers Purchaser on such date duly registered in each the Purchaser’s name to each the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of 6,000,000 8,166,667 Private Placement Warrants at a price of $1.50 per warrant for an aggregate purchase price of $9,000,000 12,250,000 (the “Purchase Price”) (in such amounts as described on Exhibit A hereto), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to the Initial Closing Datedate of effectiveness of the registration statement on Form S-1 (File No. 333-[ ]) filed in connection with the Public Offering. On the Initial Closing Date, the Company, shall either, at its option, deliver certificates evidencing the Private Placement Warrants purchased by the Purchasers Purchaser on such date duly registered in each the Purchaser’s name to each the Purchaser, or effect such delivery in book-entry form. On the date of any the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers 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 PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, up to an aggregate of 700,000 1,000,000 Private Placement Warrants, in the same proportion as the amount of the over-allotment option that is exercised, at a price of $1.50 per warrant for an aggregate purchase price of up to $1,050,000 1,500,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”) (in such amounts as described on Exhibit A hereto), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to such Over-allotment Closing Dateinstructions. On the Over-allotment Closing Date, following upon the 101083191_3 payment by the Purchasers Purchaser of the Over-allotment Purchase Price payable by them by wire transfer of immediately available funds to the Company, the Company shall either, at its option, deliver certificates evidencing the Private Placement Warrants purchased by the Purchasers Purchaser on such date duly registered in each the Purchaser’s name to each the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of 6,000,000 5,500,000 Private Placement Warrants at a price of $1.50 per warrant for an aggregate purchase price of $9,000,000 8,250,000 (the “Purchase Price”) (in such amounts as described on Exhibit A hereto), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to the Initial Closing Datedate of effectiveness of the registration statement on Form S-1 (File No. 333-[ ]) filed in connection with the Public Offering. On the Initial Closing Date, the Company, shall either, at its option, deliver certificates evidencing the Private Placement Warrants purchased by the Purchasers Purchaser on such date duly registered in each the Purchaser’s name to each the Purchaser, or effect such delivery in book-entry form. On the date of any the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers 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 PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, up to an aggregate of 700,000 600,000 Private Placement Warrants, in the same proportion as the amount of the over-allotment option that is exercised, at a price of $1.50 per warrant for an aggregate purchase price of up to $1,050,000 900,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”) (in such amounts as described on Exhibit A hereto), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to such Over-allotment Closing Dateinstructions. On the Over-allotment Closing Date, following upon the 101083191_3 payment by the Purchasers Purchaser of the Over-allotment Purchase Price payable by them by wire transfer of immediately available funds to the Company, the Company shall either, at its option, deliver certificates evidencing the Private Placement Warrants purchased by the Purchasers Purchaser on such date duly registered in each the Purchaser’s name to each the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of 6,000,000 8,566,667 Private Placement Warrants at a price of $1.50 per warrant for an aggregate purchase price of $9,000,000 12,850,000 (the “Purchase Price”) (in such amounts as described on Exhibit A hereto), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to the Initial Closing Datedate of effectiveness of the registration statement on Form S-1 (File No. 333-258090) filed in connection with the Public Offering. On the Initial Closing Date, the Company, shall either, at its option, deliver certificates evidencing the Private Placement Warrants purchased by the Purchasers Purchaser on such date duly registered in each the Purchaser’s name to each the Purchaser, or effect such delivery in book-entry form. On the date of any the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers 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 PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, up to an aggregate of 700,000 1,060,000 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 $1,050,000 1,590,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”) (in such amounts as described on Exhibit A hereto), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to such Over-allotment Closing Dateinstructions. On the Over-allotment Closing Date, following upon the 101083191_3 payment by the Purchasers Purchaser of the Over-allotment Purchase Price payable by them by wire transfer of immediately available funds to the Company, the Company shall either, at its option, deliver certificates evidencing the Private Placement Warrants purchased by the Purchasers Purchaser on such date duly registered in each the Purchaser’s name to each the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers Purchaser and the Company (the “Initial IPO Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of 6,000,000 7,500,000 Private Placement Warrants at a price of $1.50 1.00 per warrant for an aggregate purchase price of $9,000,000 7,500,000 (the “Purchase Price”). The Purchaser shall pay, at least one (1) (in such amounts as described on Exhibit A hereto)business day prior to the IPO Closing Date, which shall be paid the Purchase Price by wire transfer of immediately available funds 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 “Trust Account”), and (ii) $2,000,000 to, or on behalf of, the Company in accordance with the Company’s wiring instructions at least one business day prior to the Initial Closing Dateinstructions. On the Initial IPO Closing Date, subject to receipt of funds pursuant to the immediately prior sentence, the Company, shall either, at its option, shall deliver certificates a certificate evidencing the Private Placement Warrants purchased by the Purchasers on such date duly registered in each the Purchaser’s name to each Purchaser, the Purchaser or effect such delivery in book-entry form. . (ii) On the date of any the consummation of the closing of the over-allotment option option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers Purchaser and the Company (each such date, an “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and the Initial IPO Closing Date being sometimes referred to herein as Date, a “Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, up to an aggregate of 700,000 825,000 Private Placement WarrantsWarrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to the same proportion as the amount portion of the over-allotment option that is then exercised, ) at a price of $1.50 1.00 per warrant for an aggregate purchase price of up to $1,050,000 825,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”) (). The Purchaser shall pay the Over-allotment Purchase Price in such amounts as described on Exhibit A hereto), which shall be paid accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Company or the Trust Account (as set forth in accordance with the Company’s wiring instructions wire instructions), at least one (1) business day prior to such the Over-allotment Closing Date. On the Over-allotment Closing Date, following the payment by the Purchasers subject to receipt of the Over-allotment Purchase Price payable by them by wire transfer of immediately available funds pursuant to the Companyimmediately prior sentence, the Company shall eithershall, at its option, deliver certificates a certificate evidencing the Private Placement Warrants purchased by the Purchasers on such date duly registered in each the Purchaser’s name to each Purchaser, the Purchaser or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of 6,000,000 5,500,000 Private Placement Warrants at a price of $1.50 per warrant for an aggregate purchase price of $9,000,000 8,250,000 (the “Purchase Price”) (in such amounts as described on Exhibit A hereto), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to the Initial Closing Datedate of effectiveness of the registration statement on Form S-1 (File No. 333-[ ]) filed in connection with the Public Offering. On the Initial Closing Date, the Company, shall either, at its option, deliver certificates evidencing the Private Placement Warrants purchased by the Purchasers Purchaser on such date duly registered in each the Purchaser’s name to each the Purchaser, or effect such delivery in book-entry form. On the date of any the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers 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 PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, up to an aggregate of 700,000 600,000 Private Placement Warrants, in the same proportion as the amount of the over-allotment option that is exercised, at a price of $1.50 per warrant for an aggregate purchase price of up to $1,050,000 900,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”) (in such amounts as described on Exhibit A hereto), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to such Over-allotment Closing Dateinstructions. On the Over-allotment Closing Date, following upon the payment by the Purchasers Purchaser of the Over-allotment Purchase Price payable by them by wire transfer of immediately available funds to the Company, the Company shall either, at its option, deliver certificates evidencing the Private Placement Warrants purchased by the Purchasers Purchaser on such date duly registered in each the Purchaser’s name to each the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. On the date of the consummation of the Public Offering Offering, and concurrently with the consummation thereof, or on such earlier time and date as may be mutually agreed by the Purchasers Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of 6,000,000 Company 6,325,000 Private Placement Warrants at a price of $1.50 1.00 per warrant for an aggregate purchase price of $9,000,000 6,325,000 (the “Purchase Price”) (in such amounts as described on Exhibit A hereto), which . The Purchase Price shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to the Initial Closing Datedate of effectiveness of the registration statement to be filed in connection with the Public Offering. On the Initial Closing Date, the Company, shall either, at its option, deliver certificates a certificate evidencing the Private Placement Warrants purchased by the Purchasers Purchaser on such date duly registered in each the Purchaser’s name to each the Purchaser, or effect such delivery in book-entry form. On the date of any the consummation of the closing of the over-allotment option in connection with the Public Offering Offering, and concurrently with the consummation thereof, or on such earlier time and date as may be mutually agreed by the Purchasers Purchaser and the Company (each such date, an “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and ”; together with the Initial Closing Date being sometimes referred to herein as Date, the “Closing Dates” and each, a “Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, up to an aggregate of 700,000 250,000 Private Placement Warrants, in the same proportion as the amount of the over-allotment option that is exercised, at a price of $1.50 1.00 per warrant for an aggregate purchase price of up to $1,050,000 250,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”) (in such amounts as described on Exhibit A hereto), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to such Over-allotment Closing Dateinstructions. On the Over-allotment Closing Date, following upon the payment by the Purchasers Purchaser of the Over-allotment Purchase Price payable by them it by wire transfer of immediately available funds to the Company, the Company shall either, at its option, deliver certificates a certificate evidencing the Private Placement Warrants purchased by the Purchasers Purchaser on such date duly registered in each the Purchaser’s name to each the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers Purchaser and the Company (the “Initial IPO Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of 6,000,000 10,500,000 Private Placement Warrants at a price of $1.50 1.00 per warrant for an aggregate purchase price of $9,000,000 10,500,000 (the “Purchase Price”). The Purchaser shall pay, at least one (1) (in such amounts as described on Exhibit A hereto)business day prior to the IPO Closing Date, which shall be paid the Purchase Price by wire transfer of immediately available funds funds, consisting of (i) $8,000,000 to the trust account (the “Trust Account”), at J.X. Xxxxxx Cxxxx Bank, N.A., maintained by Continental Stock Transfer & Trust Company, acting as trustee, in accordance with the Company’s wiring instructions, and (ii) $2,500,000 to, or on behalf of, the Company in accordance with the Company’s wiring instructions at least one business day prior to the Initial Closing Dateinstructions. On the Initial IPO Closing Date, subject to receipt of funds pursuant to the immediately prior sentence, the Company, shall either, at its option, shall deliver certificates a certificate evidencing the Private Placement Warrants purchased by the Purchasers on such date duly registered in each the Purchaser’s name to each Purchaser, the Purchaser or effect such delivery in book-entry form. US-DOCS\127168106.3 (ii) On the date of any the consummation of the closing of the any over-allotment option option, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers Purchaser and the Company (each such date, an “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and the Initial IPO Closing Date being sometimes referred to herein as Date, a “Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, up to an aggregate of 700,000 1,200,000 Private Placement WarrantsWarrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to the same proportion as the amount portion of the over-allotment option that is then exercised, ) at a price of $1.50 1.00 per warrant for an aggregate purchase price of up to $1,050,000 1,200,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”) (). The Purchaser shall pay the Over- allotment Purchase Price in such amounts as described on Exhibit A hereto), which shall be paid accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Company or the Trust Account (as set forth in accordance with the Company’s wiring instructions wire instructions), at least one (1) business day prior to such the Over-allotment Closing Date. On the each Over-allotment Closing Date, following the payment by the Purchasers subject to receipt of the Over-allotment Purchase Price payable by them by wire transfer of immediately available funds pursuant to the Companyimmediately prior sentence, the Company shall eithershall, at its option, deliver certificates a certificate evidencing the Private Placement Warrants purchased by the Purchasers on such date Closing Date duly registered in each the Purchaser’s name to each Purchaser, the Purchaser or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, up to an aggregate of 6,000,000 4,166,667 Private Placement Warrants at a price of $1.50 per warrant for an aggregate purchase price of up to $9,000,000 6,250,000 (the “Purchase Price”) (in such amounts as described on Exhibit A hereto), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to the Initial Closing Datedate of effectiveness of the registration statement on Form S-1 (File No. 333-[●]) filed in connection with the Public Offering. On the Initial Closing Date, the Company, shall either, at its option, deliver certificates evidencing the Private Placement Warrants purchased by the Purchasers Purchaser on such date duly registered in each the Purchaser’s name to each the Purchaser, or effect such delivery in book-entry form. On the date of any the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers 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 PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, up to an aggregate of 700,000 400,000 additional Private Placement Warrants, in the same proportion as the amount of the over-allotment option that is exercised, at a price of $1.50 per warrant for an aggregate purchase price of up to $1,050,000 600,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”) (in such amounts as described on Exhibit A hereto), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to such Over-allotment Closing Dateinstructions. On the Over-allotment Closing Date, following upon the payment by the Purchasers Purchaser of the Over-allotment Purchase Price payable by them by wire transfer of immediately available funds to the Company, the Company shall either, at its option, deliver certificates evidencing the Private Placement Warrants purchased by the Purchasers Purchaser on such date duly registered in each the Purchaser’s name to each the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of 6,000,000 3,666,667 Private Placement Warrants at a price of $1.50 per warrant for an aggregate purchase price of up to $9,000,000 5,500,001 (the “Purchase Price”) (in such amounts as described on Exhibit A hereto), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to the Initial Closing Datedate of effectiveness of the registration statement on Form S-1 (File Nos. 333-252283 and 333-253811) filed in connection with the Public Offering. On the Initial Closing Date, the Company, shall either, at its option, deliver certificates evidencing the Private Placement Warrants purchased by the Purchasers Purchaser on such date duly registered in each the Purchaser’s name to each the Purchaser, or effect such delivery in book-entry form. On the date of any the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers 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 PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, up to an aggregate of 700,000 335,716 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 $1,050,000 503,574 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”) (in such amounts as described on Exhibit A hereto), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to such Over-allotment Closing Dateinstructions. On the Over-allotment Closing Date, following upon the payment by the Purchasers Purchaser of the Over-allotment Purchase Price payable by them by wire transfer of immediately available funds to the Company, the Company shall either, at its option, deliver certificates evidencing the Private Placement Warrants purchased by the Purchasers Purchaser on such date duly registered in each the Purchaser’s name to each the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, up to an aggregate of 6,000,000 4,200,000 Private Placement Warrants at a price of $1.50 per warrant for an aggregate purchase price of up to $9,000,000 6,300,000 (the “Purchase Price”) (in such amounts as described on Exhibit A hereto), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to the Initial Closing Datedate of effectiveness of the registration statement on Form S-1 (File No. 333-254502) filed in connection with the Public Offering. On the Initial Closing Date, the Company, shall either, at its option, deliver certificates evidencing the Private Placement Warrants purchased by the Purchasers Purchaser on such date duly registered in each the Purchaser’s name to each the Purchaser, or effect such delivery in book-entry form. On the date of any the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers 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 PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, up to an aggregate of 700,000 450,000 additional Private Placement Warrants, in the same proportion as the amount of the over-allotment option that is exercised, at a price of $1.50 per warrant for an aggregate purchase price of up to $1,050,000 675,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”) (in such amounts as described on Exhibit A hereto), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to such Over-allotment Closing Dateinstructions. On the Over-allotment Closing Date, following upon the payment by the Purchasers Purchaser of the Over-allotment Purchase Price payable by them by wire transfer of immediately available funds to the Company, the Company shall either, at its option, deliver certificates evidencing the Private Placement Warrants purchased by the Purchasers Purchaser on such date duly registered in each the Purchaser’s name to each the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. On the date of the consummation of the Public Offering Offering, and concurrently with the consummation thereof, or on such earlier time and date as may be mutually agreed by the Purchasers Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of 6,000,000 Company 5,100,000 Private Placement Warrants at a price of $1.50 1.00 per warrant for an aggregate purchase price of $9,000,000 5,100,000 (the “Purchase Price”) (in such amounts as described on Exhibit A hereto), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to the Initial Closing Dateinstructions. On the Initial Closing Date, upon payment by the Purchaser of the Purchase Price, the Company, shall either, at its option, deliver certificates a certificate evidencing the Private Placement Warrants purchased by the Purchasers Purchaser on such date duly registered in each the Purchaser’s name to each the Purchaser, or effect such delivery in book-entry form. On the date of any the consummation of the closing of the over-allotment option in connection with the Public Offering Offering, and concurrently with the consummation thereof, or on such earlier time and date as may be mutually agreed by the Purchasers Purchaser and the Company (each such date, an “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and ”; together with the Initial Closing Date being sometimes referred to herein as Date, the “Closing Dates” and each, a “Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, up to an aggregate of 700,000 5,640,000 Private Placement Warrants, in the same proportion as the amount of the over-allotment option that is exercised, at a price of $1.50 1.00 per warrant for an aggregate purchase price of up to $1,050,000 5,640,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”) (in such amounts as described on Exhibit A hereto), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to such Over-allotment Closing Dateinstructions. On the Over-allotment Closing Date, following upon the payment by the Purchasers Purchaser of the Over-allotment Purchase Price payable by them it by wire transfer of immediately available funds to the Company, the Company shall either, at its option, deliver certificates a certificate evidencing the Private Placement Warrants purchased by the Purchasers Purchaser on such date duly registered in each the Purchaser’s name to each the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of 6,000,000 5,600,000 Private Placement Warrants at a price of $1.50 1.00 per warrant for an aggregate purchase price of $9,000,000 5,600,000 (the “Purchase Price”) (in such amounts as described on Exhibit A hereto), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to the Initial Closing DateDate in accordance with the Company’s wiring instructions. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, shall either, at its option, shall deliver certificates a certificate evidencing the Private Placement Warrants purchased by the Purchasers Purchaser on such date duly registered in each the Purchaser’s name to each the Purchaser, or effect such delivery in book-entry form. . (ii) On the date of any the consummation of the closing of the over-allotment option in connection with the Public Offering Offering, and concurrently with the consummation thereof, or on such earlier time and date as may be mutually agreed by the Purchasers Purchaser and the Company (each such date, an “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and ”; together with the Initial Closing Date being sometimes referred to herein as Date, the “Closing Dates” and each, a “Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, up to an aggregate of 700,000 82,500 Private Placement Warrants, in the same proportion as the amount of the over-allotment option that is exercised, at a price of $1.50 1.00 per warrant for an aggregate purchase price of up to $1,050,000 82,500 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”) (in such amounts as described on Exhibit A hereto), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to such Over-allotment Closing Dateinstructions. On the Over-allotment Closing Date, following upon the payment by the Purchasers Purchaser of the Over-allotment Purchase Price payable by them it by wire transfer of immediately available funds to the Company, the Company shall either, at its option, deliver certificates a certificate evidencing the Private Placement Warrants purchased by the Purchasers Purchaser on such date duly registered in each the Purchaser’s name names to each the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of 6,000,000 8,750,000 Private Placement Warrants at a price of $1.50 1.00 per warrant for an aggregate purchase price of $9,000,000 8,750,000 (the “Purchase Price”) (in such amounts as described on Exhibit A hereto), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to the Initial Closing Datedate of effectiveness of the registration statement on Form S-1 (File No. 333-[ ]) filed in connection with the Public Offering. On the Initial Closing Date, the Company, shall either, at its option, deliver certificates evidencing the Private Placement Warrants purchased by the Purchasers Purchaser on such date duly registered in each the Purchaser’s name to each Purchaser, the Purchaser or effect such delivery in book-entry form. On the date of any the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers Purchaser and the Company (each such date, an “Over-allotment Allotment Closing Date,” and each Over-allotment Allotment Closing Date (if any) and the Initial Closing Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, up to an aggregate of 700,000 900,000 Private Placement Warrants, in the same proportion as the amount of the over-allotment option that is exercised, at a price of $1.50 1.00 per warrant for an aggregate purchase price of up to $1,050,000 900,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Allotment Purchase Price”) (in such amounts as described on Exhibit A hereto), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to such Over-allotment Closing Dateinstructions. On the Over-allotment Allotment Closing Date, following upon the payment by the Purchasers Purchaser of the Over-allotment Allotment Purchase Price payable by them by wire transfer of immediately available funds to the Company, the Company shall either, at its option, deliver certificates evidencing the Private Placement Warrants purchased by the Purchasers Purchaser on such date duly registered in each the Purchaser’s name to each the Purchaser, or effect such delivery in book-entry form. (ii) Upon not less than five days’ notice to the Company, at the option of the Purchaser, on the dates that are six and 12 months, respectively, from the Initial Closing Date (each such date, an “Option Closing Date” and each Over-allotment Closing Date and Option Closing Date, together with the Initial Closing Date, a “Closing Date”) the Company shall issue and sell to the Purchaser, its affiliates or 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 option 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), Option Warrants at a price of $1.00 per Option 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 Share sold in the Public Offering) (the “Option Purchase Price”). The Option 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 such Option Closing Date. On the Option Closing Date, following the payment by the Option Purchaser of the Option Purchase Price by wire transfer of immediately available funds to the Trust Account, at XX Xxxxxx Xxxxx Bank, N.A. (or at another U.S. chartered commercial bank with consolidated assets of $100 billion or more), maintained by Continental Stock Transfer & Trust Company, acting as trustee, in accordance with the Company’s wiring instructions to be provided separately in advance of the Option Closing Date, the Company at its option, shall 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. (iii) Notwithstanding Section 1.B.(ii) hereof, the Option Purchaser shall have the option to purchase, and the Company shall issue and sell to the Purchaser, one or both halves of the up to 4,000,000 (or up to 4,600,000 pro rata to the extent to which the over-allotment option in connection with the Public Offering is exercised) Option Warrants described in Section 1.B.(ii) at the Option Purchase Price at any time following the Initial Closing Date and prior to the Company’s consummation of its initial business combination.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers Purchaser and the Company (the “Initial IPO Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of 6,000,000 Private Placement Warrants at a price of $1.50 per warrant for an aggregate purchase price of $9,000,000 (the “Purchase Price”). The Purchaser shall pay, at least one (1) (in such amounts as described on Exhibit A hereto)business day prior to the IPO Closing Date, which shall be paid the Purchase Price by wire transfer of immediately available funds funds, consisting of (i) $7,000,000 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 “Trust Account”), and (ii) $2,000,000 to, or on behalf of, the Company in accordance with the Company’s wiring instructions at least one business day prior to the Initial Closing Dateinstructions. On the Initial IPO Closing Date, subject to receipt of funds pursuant to the immediately prior sentence, the Company, shall either, at its option, shall deliver certificates a certificate evidencing the Private Placement Warrants purchased by the Purchasers on such date duly registered in each the Purchaser’s name to each Purchaser, the Purchaser or effect such delivery in book-entry form. . (ii) On the date of any the consummation of the closing of the any over-allotment option option, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers Purchaser and the Company (each such date, an “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and the Initial IPO Closing Date being sometimes referred to herein as Date, a “Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, up to an aggregate of 700,000 Private Placement WarrantsWarrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to the same proportion as the amount portion of the over-allotment option that is then exercised, ) at a price of $1.50 per warrant for an aggregate purchase price of up to $1,050,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”) (). The Purchaser shall pay the Over-allotment Purchase Price in such amounts as described on Exhibit A hereto), which shall be paid accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Company or the Trust Account (as set forth in accordance with the Company’s wiring instructions wire instructions), at least one (1) business day prior to such the Over-allotment Closing Date. On the each Over-allotment Closing Date, following the payment by the Purchasers subject to receipt of the Over-allotment Purchase Price payable by them by wire transfer of immediately available funds pursuant to the Companyimmediately prior sentence, the Company shall eithershall, at its option, deliver certificates a certificate evidencing the Private Placement Warrants purchased by the Purchasers on such date Closing Date duly registered in each the Purchaser’s name to each Purchaser, the Purchaser or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of 6,000,000 3,555,556 Private Placement Warrants at a price of $1.50 0.75 per warrant for an aggregate purchase price of up to $9,000,000 2,666,667 (the “Purchase Price”) (in such amounts as described on Exhibit A hereto), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to the Initial Closing Datedate of effectiveness of the registration statement on Form S-1 (File No. 333- 250939) filed in connection with the Public Offering. On the Initial Closing Date, the Company, shall either, at its option, deliver certificates evidencing the Private Placement Warrants purchased by the Purchasers Purchaser on such date duly registered in each the Purchaser’s name to each the Purchaser, or effect such delivery in book-entry form. . (ii) On the date of any the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers Company and the Company Purchaser (each such date, an “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and ”; together with the Initial Closing Date being sometimes referred to herein as Date, the “Closing Dates” and each, a “Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, up in proportion to an aggregate of 700,000 Private Placement Warrants, in the same proportion as the amount percentage of the over-allotment option that is exercised, exercised an aggregate of up to 133,333 Private Placement Warrants at a price of $1.50 0.75 per warrant for an aggregate purchase price of up to $1,050,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”) (in such amounts as described on Exhibit A hereto)100,000, which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to such Over-allotment Closing Dateinstructions. On the Over-allotment Closing Date, following the payment by the Purchasers of the Over-allotment Purchase Price payable by them by wire transfer of immediately available funds to the Company, the Company shall either, at its option, deliver certificates evidencing the Private Placement Warrants purchased by the Purchasers Purchaser on such date duly registered in each the Purchaser’s name to each the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, an aggregate of 6,000,000 5,000,000 Private Placement Warrants Warrants, as described on Exhibit A hereto, at a price of $1.50 per warrant for an aggregate purchase price of $9,000,000 7,500,000 (the “Purchase Price”) (in such amounts as described on Exhibit A hereto), which shall be paid by wire transfer of immediately available funds to the Company company at least one day prior to the Initial Closing Date in accordance with the Company’s wiring instructions at least one business day prior to the Initial Closing Dateinstructions. On the Initial Closing Date, upon the payment by the Purchasers of the Purchase Price, the Company, shall either, at its option, shall deliver certificates a certificate evidencing the Private Placement Warrants purchased by the Purchasers on such date duly registered in each Purchaser’s name to each Purchaserthe Purchasers, or effect such delivery in book-entry form. . (ii) On the date of any the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers and the Company (each such date, . an “Over-allotment Closing Date,” ”, and each Over-allotment Closing Date (if any) and the Initial Closing Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, up to an aggregate of 700,000 600,000 additional Private Placement Warrants, as described on Exhibit A hereto in proportion to the same proportion as number of Private Placement Warrants purchased by each Purchaser on the amount of the over-allotment option that is exercisedInitial Closing Date, at a price of $1.50 per warrant for an aggregate purchase price of up to $1,050,000 900,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”) (in such amounts as described on Exhibit A hereto), which . Each Purchaser shall be paid pay the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company at least one business day prior to the Over-Allotment Closing Date in accordance with the Company’s wiring instructions at least one business day prior to such Over-allotment Closing Dateinstructions. On the Over-allotment Closing Date, following upon the payment by the Purchasers of the Over-allotment Purchase Price payable by them by wire transfer of immediately available funds to the CompanyPrice, the Company shall eithershall, at its option, deliver certificates a certificate evidencing the Private Placement Warrants purchased by the Purchasers on such date duly registered in each Purchaser’s name to each Purchaserthe Purchasers, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of 6,000,000 8,750,000 Private Placement Warrants at a price of $1.50 1.00 per warrant for an aggregate purchase price of $9,000,000 8,750,000 (the “Purchase Price”) (in such amounts as described on Exhibit A hereto), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to the Initial Closing Datedate of effectiveness of the registration statement on Form S-1 (File No. 333-249618) filed in connection with the Public Offering. On the Initial Closing Date, the Company, shall either, at its option, deliver certificates evidencing the Private Placement Warrants purchased by the Purchasers Purchaser on such date duly registered in each the Purchaser’s name to each Purchaser, the Purchaser or effect such delivery in book-entry form. On the date of any the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers Purchaser and the Company (each such date, an “Over-allotment Allotment Closing Date,” and each Over-allotment Allotment Closing Date (if any) and the Initial Closing Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, up to an aggregate of 700,000 900,000 Private Placement Warrants, in the same proportion as the amount of the over-allotment option that is exercised, at a price of $1.50 1.00 per warrant for an aggregate purchase price of up to $1,050,000 900,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Allotment Purchase Price”) (in such amounts as described on Exhibit A hereto), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to such Over-allotment Closing Dateinstructions. On the Over-allotment Allotment Closing Date, following upon the payment by the Purchasers Purchaser of the Over-allotment Allotment Purchase Price payable by them by wire transfer of immediately available funds to the Company, the Company shall either, at its option, deliver certificates evidencing the Private Placement Warrants purchased by the Purchasers Purchaser on such date duly registered in each the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form (ii) Upon not less than five days’ notice to the Company, at the option of the Purchaser, on the dates that are six and 12 months, respectively, from the Initial Closing Date (each such date, an “Option Closing Date” and each Over-allotment Closing Date and Option Closing Date, together with the Initial Closing Date, a “Closing Date”) the Company shall issue and sell to the Purchaser, its affiliates or 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 option 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), Option Warrants at a price of $1.00 per Option 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 Share sold in the Public Offering) (the “Option Purchase Price”). The Option 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 such Option Closing Date. On the Option Closing Date, following the payment by the Option Purchaser of the Option Purchase Price by wire transfer of immediately available funds to the Trust Account, at XX Xxxxxx Xxxxx Bank, N.A. (or at another U.S. chartered commercial bank with consolidated assets of $100 billion or more), maintained by Continental Stock Transfer & Trust Company, acting as trustee, in accordance with the Company’s wiring instructions to be provided separately in advance of the Option Closing Date, the Company at its option, shall 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. (iii) Notwithstanding Section 1.B.(ii) hereof, the Option Purchaser shall have the option to purchase, and the Company shall issue and sell to the Purchaser, one or both halves of the up to 4,000,000 (or up to 4,600,000 pro rata to the extent to which the over-allotment option in connection with the Public Offering is exercised) Option Warrants described in Section 1.B.(ii) at the Option Purchase Price at any time following the Initial Closing Date and prior to the Company’s consummation of its initial business combination.

Purchase and Sale of the Private Placement Warrants. On the date of the consummation of the Public Offering Offering, and concurrently with the consummation thereof, or on such earlier time and date as may be mutually agreed by the Purchasers Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of 6,000,000 Company 6,500,000 Private Placement Warrants at a price of $1.50 1.00 per warrant for an aggregate purchase price of $9,000,000 6,500,000 (the “Purchase Price”) (in such amounts as described on Exhibit A hereto), which . The Purchase Price shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to the Initial Closing Datedate of effectiveness of the registration statement to be filed in connection with the Public Offering. On the Initial Closing Date, the Company, shall either, at its option, deliver certificates a certificate evidencing the Private Placement Warrants purchased by the Purchasers Purchaser on such date duly registered in each the Purchaser’s name to each the Purchaser, or effect such delivery in book-entry form. On the date of any the consummation of the closing of the over-allotment option in connection with the Public Offering Offering, and concurrently with the consummation thereof, or on such earlier time and date as may be mutually agreed by the Purchasers Purchaser and the Company (each such date, an “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and ”; together with the Initial Closing Date being sometimes referred to herein as Date, the “Closing Dates” and each, a “Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, up to an aggregate of 700,000 600,000 Private Placement Warrants, in the same proportion as the amount of the over-allotment option that is exercised, at a price of $1.50 1.00 per warrant for an aggregate purchase price of up to $1,050,000 600,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”) (in such amounts as described on Exhibit A hereto), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to such Over-allotment Closing Dateinstructions. On the Over-allotment Closing Date, following upon the payment by the Purchasers Purchaser of the Over-allotment Purchase Price payable by them it by wire transfer of immediately available funds to the Company, the Company shall either, at its option, deliver certificates a certificate evidencing the Private Placement Warrants purchased by the Purchasers Purchaser on such date duly registered in each the Purchaser’s name to each the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. On the date of the consummation of the Public Offering Offering, and concurrently with the consummation thereof, or on such earlier time and date as may be mutually agreed by the Purchasers Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of 6,000,000 Company 4,500,000 Private Placement Warrants at a price of $1.50 per warrant for an aggregate purchase price of $9,000,000 6,750,000 (the “Purchase Price”) (in such amounts as described on Exhibit A hereto), which . The Purchase Price shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to the Initial Closing Datedate of effectiveness of the registration statement to be filed in connection with the Public Offering. On the Initial Closing Date, the Company, shall either, at its option, deliver certificates a certificate evidencing the Private Placement Warrants purchased by the Purchasers Purchaser on such date duly registered in each the Purchaser’s name to each the Purchaser, or effect such delivery in book-entry form. On the date of any the consummation of the closing of the over-allotment option in connection with the Public Offering Offering, and concurrently with the consummation thereof, or on such earlier time and date as may be mutually agreed by the Purchasers Purchaser and the Company (each such date, an “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and ”; together with the Initial Closing Date being sometimes referred to herein as Date, the “Closing Dates” and each, a “Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, up to an aggregate of 700,000 333,333 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 $1,050,000 500,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”) (in such amounts as described on Exhibit A hereto), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to such Over-allotment Closing Dateinstructions. On the Over-allotment Closing Date, following upon the payment by the Purchasers Purchaser of the Over-allotment Purchase Price payable by them it by wire transfer of immediately available funds to the Company, the Company shall either, at its option, deliver certificates a certificate evidencing the Private Placement Warrants purchased by the Purchasers Purchaser on such date duly registered in each the Purchaser’s name to each the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. On the date of the consummation of the Public Offering Offering, and concurrently with the consummation thereof, or on such earlier time and date as may be mutually agreed by the Purchasers Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of 6,000,000 Company [____] Private Placement Warrants at a price of $1.50 1.00 per warrant for an aggregate purchase price of $9,000,000 [____] (the “Purchase Price”) (in such amounts as described on Exhibit A hereto), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to the Initial Closing Dateinstructions. On the Initial Closing Date, upon payment by the Purchaser of the Purchase Price, the Company, shall either, at its option, deliver certificates a certificate evidencing the Private Placement Warrants purchased by the Purchasers Purchaser on such date duly registered in each the Purchaser’s name to each the Purchaser, or effect such delivery in book-entry form. On the date of any the consummation of the closing of the over-allotment option in connection with the Public Offering Offering, and concurrently with the consummation thereof, or on such earlier time and date as may be mutually agreed by the Purchasers Purchaser and the Company (each such date, an “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and ”; together with the Initial Closing Date being sometimes referred to herein as Date, the “Closing Dates” and each, a “Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, up to an aggregate of 700,000 [____] Private Placement Warrants, in the same proportion as the amount of the over-allotment option that is exercised, at a price of $1.50 1.00 per warrant for an aggregate purchase price of up to $1,050,000 [____] (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”) (in such amounts as described on Exhibit A hereto), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to such Over-allotment Closing Dateinstructions. On the Over-allotment Closing Date, following upon the payment by the Purchasers Purchaser of the Over-allotment Purchase Price payable by them by wire transfer of immediately available funds to the Companyit, the Company shall either, at its option, deliver certificates a certificate evidencing the Private Placement Warrants purchased by the Purchasers Purchaser on such date duly registered in each the Purchaser’s name to each the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, an aggregate of 6,000,000 6,666,667 Private Placement Warrants at a price of $1.50 per warrant for an aggregate purchase price of $9,000,000 10,000,000 (the “Purchase Price”) (in such amounts as described on Exhibit A hereto), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to the Initial Closing Date. On the Initial Closing Date, the Company, shall either, at its option, deliver certificates evidencing the Private Placement Warrants purchased by the Purchasers on such date duly registered in each Purchaser’s name to each Purchaser, or effect such delivery in book-entry form. On the date of any closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers and the Company (each such date, an “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and the Initial Closing Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, up to an aggregate of 700,000 7,466,667 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 $1,050,000 11,200,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”) (in such amounts as described on Exhibit A hereto), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to such Over-allotment Closing Date. On the Over-allotment Closing Date, following the payment by the Purchasers of the Over-allotment Purchase Price payable by them by wire transfer of immediately available funds to the Company, the Company shall either, at its option, deliver certificates evidencing the Private Placement Warrants purchased by the Purchasers on such date duly registered in each Purchaser’s name to each Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, an aggregate of 6,000,000 4,533,333 Private Placement Warrants at a price of $1.50 per warrant for an aggregate purchase price of $9,000,000 6,800,000 (the “Purchase Price”) (in such amounts as described on Exhibit A hereto), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to the Initial Closing Date. On the Initial Closing Date, the Company, shall either, at its option, deliver certificates evidencing the Private Placement Warrants purchased by the Purchasers on such date duly registered in each Purchaser’s name to each Purchaser, or effect such delivery in book-entry form. On the date of any closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers and the Company (each such date, an “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and the Initial Closing Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, up to an aggregate of 700,000 5,013,333 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 $1,050,000 7,520,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”) (in such amounts as described on Exhibit A hereto), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to such Over-allotment Closing Date. On the Over-allotment Closing Date, following the payment by the Purchasers of the Over-allotment Purchase Price payable by them by wire transfer of immediately available funds to the Company, the Company shall either, at its option, deliver certificates evidencing the Private Placement Warrants purchased by the Purchasers on such date duly registered in each Purchaser’s name to each Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. On the date of the consummation of the Public Offering Offering, and concurrently with the consummation thereof, or on such earlier time and date as may be mutually agreed by the Purchasers Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of 6,000,000 Company 11,400,527 Private Placement Warrants at a price of $1.50 1.00 per warrant for an aggregate purchase price of $9,000,000 11,400,527 (the “Purchase Price”) (in such amounts as described on Exhibit A hereto), which . The Purchase Price shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to the Initial Closing Datedate of effectiveness of the registration statement to be filed in connection with the Public Offering. On the Initial Closing Date, the Company, shall either, at its option, deliver certificates a certificate evidencing the Private Placement Warrants purchased by the Purchasers Purchaser on such date duly registered in each the Purchaser’s name to each the Purchaser, or effect such delivery in book-entry form. On the date of any the consummation of the closing of the over-allotment option in connection with the Public Offering Offering, and concurrently with the consummation thereof, or on such earlier time and date as may be mutually agreed by the Purchasers Purchaser and the Company (each such date, an “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and ”; together with the Initial Closing Date being sometimes referred to herein as Date, the “Closing Dates” and each, a “Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, up to an aggregate of 700,000 338,867 Private Placement Warrants, in the same proportion as the amount of the over-allotment option that is exercised, at a price of $1.50 1.00 per warrant for an aggregate purchase price of up to $1,050,000 338,867 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”) (in such amounts as described on Exhibit A hereto), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to such Over-allotment Closing Dateinstructions. On the Over-allotment Closing Date, following upon the payment by the Purchasers Purchaser of the Over-allotment Purchase Price payable by them it by wire transfer of immediately available funds to the Company, the Company shall either, at its option, deliver certificates a certificate evidencing the Private Placement Warrants purchased by the Purchasers Purchaser on such date duly registered in each the Purchaser’s name to each the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. On the date of the consummation of the Public Offering Offering, and concurrently with the consummation thereof, or on such earlier time and date as may be mutually agreed by the Purchasers Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of 6,000,000 Company 6,800,000 Private Placement Warrants at a price of $1.50 1.00 per warrant for an aggregate purchase price of $9,000,000 6,800,000 (the “Purchase Price”) (in such amounts as described on Exhibit A hereto), which . The Purchase Price shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to the Initial Closing Datedate of effectiveness of the registration statement to be filed in connection with the Public Offering. On the Initial Closing Date, the Company, shall either, at its option, deliver certificates a certificate evidencing the Private Placement Warrants purchased by the Purchasers Purchaser on such date duly registered in each the Purchaser’s name to each the Purchaser, or effect such delivery in book-entry form. On the date of any the consummation of the closing of the over-allotment option in connection with the Public Offering Offering, and concurrently with the consummation thereof, or on such earlier time and date as may be mutually agreed by the Purchasers Purchaser and the Company (each such date, an “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and ”; together with the Initial Closing Date being sometimes referred to herein as Date, the “Closing Dates” and each, a “Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, up to an aggregate of 700,000 720,000 Private Placement Warrants, in the same proportion as the amount of the over-allotment option that is exercised, at a price of $1.50 1.00 per warrant for an aggregate purchase price of up to $1,050,000 720,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”) (in such amounts as described on Exhibit A hereto), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to such Over-allotment Closing Dateinstructions. On the Over-allotment Closing Date, following upon the payment by the Purchasers Purchaser of the Over-allotment Purchase Price payable by them it by wire transfer of immediately available funds to the Company, the Company shall either, at its option, deliver certificates a certificate evidencing the Private Placement Warrants purchased by the Purchasers Purchaser on such date duly registered in each the Purchaser’s name to each the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers Purchaser and the Company (the “Initial IPO Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of 6,000,000 213,750 Private Placement Warrants at a price of $1.50 per warrant Private Placement Warrant for an aggregate purchase price of $9,000,000 320,625.00 (the “Purchase Price”). The Purchaser shall pay, at least one (1) (in such amounts as described on Exhibit A hereto)business day prior to the IPO Closing Date, which shall be paid the Purchase Price by wire transfer of immediately available funds funds, to accounts designated by the Company, including to the Company 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, in accordance with the Company’s wiring instructions at least one business day prior to the Initial Closing Dateinstructions. On the Initial IPO Closing Date, subject to receipt of funds pursuant to the Companyimmediately prior sentence, the Company shall either, at its option, deliver certificates evidencing the Private Placement Warrants purchased by the Purchasers on such date duly registered in each Purchaser’s name to each Purchaser, or effect such delivery in book-entry form. . (ii) On the date of any the consummation of the closing of the over-allotment option option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers Purchaser and the Company (each such date, an “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and the Initial IPO Closing Date being sometimes referred to herein as Date, a “Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, up to an aggregate of 700,000 35,625 Private Placement WarrantsWarrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to the same proportion as the amount portion of the over-allotment option that is then exercised, ) at a price of $1.50 per warrant Private Placement Warrant for an aggregate purchase price of up to $1,050,000 53,437.50 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”) (). The Purchaser shall pay the Over-allotment Purchase Price in such amounts as described on Exhibit A hereto), which shall be paid accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Company or the Trust Account (as set forth in accordance with the Company’s wiring instructions wire instructions), at least one (1) business day prior to such the applicable Over-allotment Closing Date. On the each Over-allotment Closing Date, following the payment by the Purchasers subject to receipt of the Over-allotment Purchase Price payable by them by wire transfer of immediately available funds pursuant to the Companyimmediately prior sentence, the Company shall either, at its option, deliver certificates evidencing the Private Placement Warrants purchased by the Purchasers on such date duly registered in each Purchaser’s name to each Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, up to an aggregate of 6,000,000 6,100,00 Private Placement Warrants at a price of $1.50 per warrant for an aggregate purchase price of up to $9,000,000 9,150,000 (the “Purchase Price”) (in such amounts as described on Exhibit A hereto), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to the Initial Closing Datedate of effectiveness of the registration statement on Form S-1 (File No. 333- 252268) filed in connection with the Public Offering. On the Initial Closing Date, the Company, shall either, at its option, deliver certificates evidencing the Private Placement Warrants purchased by the Purchasers Purchaser on such date duly registered in each the Purchaser’s name to each the Purchaser, or effect such delivery in book-entry form. On the date of any the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers 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 PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, up to an aggregate of 700,000 600,000 additional Private Placement Warrants, in the same proportion as the amount of the over-allotment option that is exercised, at a price of $1.50 per warrant for an aggregate purchase price of up to $1,050,000 900,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”) (in such amounts as described on Exhibit A hereto), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to such Over-allotment Closing Dateinstructions. On the Over-allotment Closing Date, following upon the payment by the Purchasers Purchaser of the Over-allotment Purchase Price payable by them by wire transfer of immediately available funds to the Company, the Company shall either, at its option, deliver certificates evidencing the Private Placement Warrants purchased by the Purchasers Purchaser on such date duly registered in each the Purchaser’s name to each the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers Purchaser and the Company (the “Initial IPO Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of 6,000,000 10,500,000 Private Placement Warrants at a price of $1.50 1.00 per warrant for an aggregate purchase price of $9,000,000 10,500,000 (the “Purchase Price”). The Purchaser shall pay, at least one (1) (in such amounts as described on Exhibit A hereto)business day prior to the IPO Closing Date, which shall be paid the Purchase Price by wire transfer of immediately available funds funds, consisting of (i) $6,500,000 to the trust account (the “Trust Account”), at X.X. Xxxxxx Xxxxx Bank, N.A., maintained by Continental Stock Transfer & Trust US-DOCS\127168106.3 Company, acting as trustee, in accordance with the Company’s wiring instructions, and (ii) $4,000,000 to, or on behalf of, the Company in accordance with the Company’s wiring instructions at least one business day prior to the Initial Closing Dateinstructions. On the Initial IPO Closing Date, subject to receipt of funds pursuant to the immediately prior sentence, the Company, shall either, at its option, shall deliver certificates a certificate evidencing the Private Placement Warrants purchased by the Purchasers on such date duly registered in each the Purchaser’s name to each Purchaser, the Purchaser or effect such delivery in book-entry form. . (ii) On the date of any the consummation of the closing of the any over-allotment option option, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers Purchaser and the Company (each such date, an “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and the Initial IPO Closing Date being sometimes referred to herein as Date, a “Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, up to an aggregate of 700,000 1,200,000 Private Placement WarrantsWarrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to the same proportion as the amount portion of the over-allotment option that is then exercised, ) at a price of $1.50 1.00 per warrant for an aggregate purchase price of up to $1,050,000 1,200,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”) (). The Purchaser shall pay the Over-allotment Purchase Price in such amounts as described on Exhibit A hereto), which shall be paid accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Company or the Trust Account (as set forth in accordance with the Company’s wiring instructions wire instructions), at least one (1) business day prior to such the Over-allotment Closing Date. On the each Over-allotment Closing Date, following the payment by the Purchasers subject to receipt of the Over-allotment Purchase Price payable by them by wire transfer of immediately available funds pursuant to the Companyimmediately prior sentence, the Company shall eithershall, at its option, deliver certificates a certificate evidencing the Private Placement Warrants purchased by the Purchasers on such date Closing Date duly registered in each the Purchaser’s name to each Purchaser, the Purchaser or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. 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 Purchasers Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of 6,000,000 5,000,000 Private Placement Warrants at a price of $1.50 1.00 per warrant for an aggregate purchase price of $9,000,000 5,000,000 (the “Purchase Price”) (in such amounts as described on Exhibit A hereto), which . The Purchase Price shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to the Initial Closing Datedate of effectiveness of the registration statement on Form S-1 (File No. 333-258515) filed in connection with the Public Offering. On the Initial Closing Date, the Company, shall either, at its option, deliver certificates a certificate evidencing the Private Placement Warrants purchased by the Purchasers Purchaser on such date duly registered in each the Purchaser’s name to each the Purchaser, or effect such delivery in book-entry form. On the date of any the consummation of the closing of the over-allotment option in connection with the Public Offering Offering, and concurrently with the consummation thereof, or on such earlier time and date as may be mutually agreed by the Purchasers Purchaser and the Company (each such date, an “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and ”; together with the Initial Closing Date being sometimes referred to herein as Date, the “Closing Dates” and each, a “Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, up to an aggregate of 700,000 450,000 Private Placement Warrants, in the same proportion as the amount of the over-allotment option that is exercised, at a price of $1.50 1.00 per warrant for an aggregate purchase price of up to $1,050,000 450,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”) (in such amounts as described on Exhibit A hereto), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to such Over-allotment Closing Dateinstructions. On the Over-allotment Closing Date, following upon the payment by the Purchasers Purchaser of the Over-allotment Purchase Price payable by them it by wire transfer of immediately available funds to the Company, the Company shall either, at its option, deliver certificates a certificate evidencing the Private Placement Warrants purchased by the Purchasers Purchaser on such date duly registered in each the Purchaser’s name to each the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. On the date of the consummation of the Public Offering Offering, and concurrently with the consummation thereof, or on such earlier time and date as may be mutually agreed by the Purchasers Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of 6,000,000 Company 5,718,534 Private Placement Warrants at a price of $1.50 1.00 per warrant for an aggregate purchase price of $9,000,000 5,718,534 (the “Purchase Price”) (in such amounts as described on Exhibit A hereto), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to the Initial Closing Dateinstructions. On the Initial Closing Date, upon payment by the Purchaser of the Purchase Price, the Company, shall either, at its option, deliver certificates a certificate evidencing the Private Placement Warrants purchased by the Purchasers Purchaser on such date duly registered in each the Purchaser’s name to each the Purchaser, or effect such delivery in book-entry form. On the date of any the consummation of the closing of the over-allotment option in connection with the Public Offering Offering, and concurrently with the consummation thereof, or on such earlier time and date as may be mutually agreed by the Purchasers Purchaser and the Company (each such date, an “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and ”; together with the Initial Closing Date being sometimes referred to herein as Date, the “Closing Dates” and each, a “Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, up to an aggregate of 700,000 476,671 Private Placement Warrants, in the same proportion as the amount of the over-allotment option that is exercised, at a price of $1.50 1.00 per warrant for an aggregate purchase price of up to $1,050,000 476,671 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”) (in such amounts as described on Exhibit A hereto), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to such Over-allotment Closing Dateinstructions. On the Over-allotment Closing Date, following upon the payment by the Purchasers Purchaser of the Over-allotment Purchase Price payable by them it by wire transfer of immediately available funds to the Company, the Company shall either, at its option, deliver certificates a certificate evidencing the Private Placement Warrants purchased by the Purchasers Purchaser on such date duly registered in each the Purchaser’s name to each the Purchaser, or effect such delivery in book-entry form.