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

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering (or on such earlier time and date as may be mutually agreed by the Purchase and the Company) (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,800,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $6,800,000 (the “Purchase Price”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds in the following amounts: (i) $4,800,000 to the Company at a financial institution to be chosen by the Company, and (ii) $2,000,000 to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each case in accordance with the Company’s wiring instructions, at least one (1) business day prior to the Initial Closing Date; provided, however, that the Purchase Price shall be reimbursed to the Purchaser if the Initial Closing Date does not occur on the day following such wire payment. On the Initial Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the consummation of each closing of the option to purchase additional units, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Option Closing Date”, and each Option Closing Date (if any) and the Initial Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of up to 900,000 Private Placement Warrants (or, to the extent the option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to portion of the option that is exercised) at a price of $1.00 per warrant for an aggregate purchase price of up to $900,000 (the “Option Purchase Price”). The Purchaser shall pay the Option Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Trust Account, at least one (1) business day prior to such Option Closing Date; provided, however, that the Option Purchase Price shall be reimbursed to the Purchaser if such Option Closing Date does not occur on the day following such wire payment. On the Option Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

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 Purchase Purchaser and the Company) Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,800,000 an aggregate of 11,333,333 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to $6,800,000 17,000,000 (the “Purchase Price”). The Purchaser , which shall pay the Purchase Price be paid by wire transfer of immediately available funds in to the following amountsCompany as follows: (i) $4,800,000 2,000,000 to the Company at a financial institution to be chosen by the Company, and (ii) $2,000,000 15,000,000 to the Company’s 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 Closing Date; provided, however, that the Purchase Price shall be reimbursed to the Purchaser if the Initial Closing Date does not occur on the day following such wire payment. On the Initial Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company, shall either, at its option, shall deliver a certificate certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser Purchaser, or effect such delivery in book-entry form. (ii) On the consummation date of each the closing of the over-allotment option to purchase additional units, (if any, ) in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Option Over-allotment Closing Date”, ,” and each Option Over-allotment Closing Date (if any) and the Initial Closing Date, Date being referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to an aggregate of up to 900,000 1,500,000 Private Placement Warrants (orWarrants, to in the extent same proportion as the option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to portion amount of the over-allotment option that is exercised) , at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to $900,000 2,250,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Option Over-allotment Purchase Price”). The Purchaser , which shall pay the Option Purchase Price in accordance with the Company’s wire instruction be paid by wire transfer of immediately available funds to the Trust Account, at least one (1) business day prior to such Option Closing Date; provided, however, that the Option Purchase Price shall be reimbursed to the Purchaser if such Option Over-allotment Closing Date does not occur on in accordance with the day following such wire paymentCompany’s wiring instructions. On the Option Over-allotment Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company shallshall either, at its option, deliver a certificate certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser 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 Purchase Purchasers and the Company) Company (the “Initial IPO Closing Date”), the Company shall issue and sell to the PurchaserPurchasers, and the Purchaser Purchasers shall purchase from the Company, 6,800,000 6,333,334 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $6,800,000 9,500,001 (the “Purchase Price”). The Purchaser Purchasers shall pay the Purchase Price by wire transfer of immediately available funds in the following amounts: (i) $4,800,000 to the Company Company, to the trust account, at a financial institution to be chosen by the Company, and (ii) $2,000,000 to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee trustee, in accordance with the Company’s wiring instructions (the “Trust Account”), in each case in accordance with the Company’s wiring instructions, at least one (1) business day prior to the Initial IPO Closing Date; provided, however, that the Purchase Price shall be reimbursed to the Purchaser if the Initial Closing Date does not occur on the day following such wire payment. On the Initial IPO Closing Date, subject upon the payment by the Purchasers of the Purchase Price, by wire transfer of immediately available funds to the receipt of funds pursuant to the immediately prior sentenceCompany, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by each of the Purchasers on such date duly registered in each of the Purchaser’s name names to each of the Purchaser Purchasers or effect such delivery in book-entry form. (ii) On the consummation date of each any closing of the option to purchase additional unitsover-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser Purchasers and the Company (each such date, an “Option Over-allotment Closing Date”, ,” and each Option Over-allotment Closing Date (if any) and the Initial IPO Closing Date, being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the PurchaserPurchasers, and the Purchaser Purchasers shall purchase from the Company, up to an aggregate of up to 900,000 750,000 Private Placement Warrants (orWarrants, to in the extent same proportion as the option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to portion amount of the option that is then so exercised) , at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to $900,000 1,125,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Option Over-allotment Purchase Price”). The Purchaser Each of the Purchasers shall pay the Option Over-allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Trust Account, Account at least one (1) business day prior to such Option Over-allotment Closing Date; provided, however, that the Option Purchase Price shall be reimbursed to the Purchaser if such Option Closing Date does not occur on the day following such wire payment. On the Option Over-allotment Closing Date, subject following the payment by the Purchaser of the Over-allotment Purchase Price by wire transfer of immediately available funds to the receipt of funds pursuant to the immediately prior sentenceCompany, the Company shallCompany, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering (or on such earlier time and date as may be mutually agreed by the Purchase and the Company) (the “Initial IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,800,000 3,000,000 Private Placement Warrants at a price of $1.00 per warrant Private Placement Warrant for an aggregate purchase price of $6,800,000 3,000,000 (the “Purchase Price”). The Purchaser shall pay the Purchase Price in accordance with the Company’s wiring instructions by wire transfer of immediately available funds in the following amountsamount: (i) $4,800,000 to the Company at a financial institution to be chosen by the Company, and (ii) $2,000,000 3,000,000 to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each case in accordance with the Company’s wiring instructions, at least one (1) business day prior to the Initial IPO Closing Date; provided, however, that the Purchase Price shall be reimbursed to the Purchaser if the Initial Closing Date does not occur on the day following such wire payment. On the Initial IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the consummation of each closing of the option to purchase additional units, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Option Closing Date”, and each Option Closing Date (if any) and the Initial Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of up to 900,000 Private Placement Warrants (or, to the extent the option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to portion of the option that is exercised) at a price of $1.00 per warrant for an aggregate purchase price of up to $900,000 (the “Option Purchase Price”). The Purchaser shall pay the Option Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Trust Account, at least one (1) business day prior to such Option Closing Date; provided, however, that the Option Purchase Price shall be reimbursed to the Purchaser if such Option Closing Date does not occur on the day following such wire payment. On the Option Closing Date, subject to the receipt of funds pursuant to the immediately prior preceding sentence, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of the closing of the option to purchase additional units, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Option Closing Date” and, each Option Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 450,000 Private Placement Warrants (or, to the extent the option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the option that is exercised) at a price of $1.00 per Private Placement Warrant for an aggregate purchase price of up to $450,000 (the “Option Purchase Price”). The Purchaser shall pay the Option Purchase Price in accordance with the Company’s wiring instructions by wire transfer of immediately available funds to the Trust Account at least one (1) business day prior to the Option Closing Date. On the Option Closing Date, subject to the receipt of funds pursuant to the immediately preceding sentence, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (iii) Within two business days of the date the Purchaser receives notice from the Sponsor that it intends to extend the period of time the Company will have to complete an initial business combination by an additional three months pursuant to the terms of the Company’s amended and restated memorandum and articles of association, the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 585,609 Private Placement Warrants (or, to the extent the option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the option that is exercised), at a price of $1.00 per Private Placement Warrant for an aggregate purchase price of up to $585,609 (the “Extension Purchase Price”). The Sponsor has the right to extend the period of time the Company will have to complete an initial business combination up to two times and can accelerate the second three-month extension, as further described in the Registration Statement. The Purchaser is obligated to purchase Private Placement Warrants at the Extension Purchase Price in connection with each extension. The Purchaser shall pay the Extension Purchase Price in accordance with the Company’s wiring instructions by wire transfer of immediately available funds to the Trust Account within two (2) business days of the date the Purchaser receives notice from the Sponsor that it intends to extend the period of time the Company will have to complete an initial business combination. Subject to the receipt of funds pursuant to the immediately preceding sentence, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering (or at and on such earlier time and date as may be mutually agreed by the Purchase Purchaser and the Company) Company (the “Initial IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,800,000 400,000 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $6,800,000 600,000 (the “Purchase Price”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds in the following amounts: (i1) $4,800,000 [●] to the Company Company, at a financial institution to be chosen by the Company, and (ii2) $2,000,000 [●] to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each case in accordance with the Company’s wiring instructions, at least one (1) business day prior to the Initial IPO Closing Date; provided, however, that the Purchase Price shall be reimbursed to the Purchaser if the Initial Closing Date does not occur on the day following such wire payment. On the Initial IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior preceding sentence, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the consummation date of each the closing of the option to purchase additional unitsover-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Option Over-allotment Closing Date”, and each Option Over-allotment Closing Date (if any) and the Initial IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to an aggregate of up to 900,000 40,000 Private Placement Warrants (or, to the extent the over-allotment option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the over-allotment option that is then exercised) at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to $900,000 60,000 (the “Option Over-allotment Purchase Price”). The Purchaser shall pay the Option Over-allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Trust Account, at least one (1) business day prior to such Option the Over-allotment Closing Date; provided, however, that the Option Purchase Price shall be reimbursed to the Purchaser if such Option Closing Date does not occur on the day following such wire payment. On the Option Over-allotment Closing Date, subject to the receipt of funds pursuant to the immediately prior preceding sentence, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering (or on such earlier time and date as may be mutually agreed by the Purchase Purchaser and the Company) Company (the “Initial IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,800,000 7,600,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $6,800,000 7,600,000 (the “Purchase Price”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds in the following amounts: (i) $4,800,000 3,100,000 to the Company Company, at a financial institution to be chosen by the Company, and (ii) $2,000,000 4,500,000 to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each case in accordance with the Company’s wiring instructions, instructions at least one (1) business day prior to the Initial IPO Closing Date; provided, however, that the Purchase Price shall be reimbursed to the Purchaser if the Initial Closing Date does not occur on the day following such wire payment. On the Initial IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the consummation date of each any closing of the option to purchase additional unitsover-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Option Over-allotment Closing Date”, ,” and each Option Over-allotment Closing Date (if any) and the Initial IPO Closing Date, being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of transfer up to 900,000 Private Placement Warrants $675,000 (or, to if the extent over-allotment option in connection with the option to purchase additional units Public Offering is not exercised in full, a lesser number of Private Placement Warrants in proportion to portion of ) from the option that is exercised) at a price of $1.00 per warrant for an aggregate purchase price of up to $900,000 (the “Option Purchase Price”). The Purchaser shall pay the Option Purchase Price in accordance with the Company’s wire instruction financial institution chosen by wire transfer of immediately available funds it to the Trust Account, Account at least one at (1) business day prior to such Option Over-allotment Closing Date; provided, however, that the Option Purchase Price shall be reimbursed to the Purchaser if such Option Closing Date does not occur on the day following such wire payment. On the Option Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

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 Purchase Purchaser and the Company) Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,800,000 up to an aggregate of 6,250,000 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to $6,800,000 9,375,000 (the “Purchase Price”). The Purchaser , which shall pay the Purchase Price be paid by wire transfer of immediately available funds in the following amounts: (i) $4,800,000 to the Company at a financial institution to be chosen by the Company, and (ii) $2,000,000 to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each case in accordance with the Company’s wiring instructions, instructions at least one (1) business day prior to the Initial Closing Date; provided, however, that date of effectiveness of the Purchase Price shall be reimbursed to registration statement on Form S-1 (File No. 333-253569) filed in connection with the Purchaser if the Initial Closing Date does not occur on the day following such wire paymentPublic Offering. On the Initial Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company, shall either, at its option, shall deliver a certificate certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser Purchaser, or effect such delivery in book-entry form. (ii) . On the date of the consummation of each the closing of the underwriters’ option to purchase additional units, if any, units in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Underwriters’ Option Closing Date”, ,” and each Underwriters’ Option Closing Date (if any) and the Initial Closing Date, Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to an aggregate of up to 900,000 600,000 Private Placement Warrants (orWarrants, to in the extent same proportion as the amount of the underwriters’ option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to portion of the option that is exercised) , at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to $900,000 (if the underwriters’ option to purchase additional units in connection with the Public Offering is exercised in full) (the “Underwriters’ Option Purchase Price”). The Purchaser , which shall pay the Option Purchase Price in accordance with the Company’s wire instruction be paid by wire transfer of immediately available funds to the Trust Account, at least one (1) business day prior to such Option Closing Date; provided, however, that Company in accordance with the Option Purchase Price shall be reimbursed to the Purchaser if such Option Closing Date does not occur on the day following such wire paymentCompany’s wiring instructions. On the Underwriters’ Option Closing Date, subject upon the payment by the Purchaser of the Underwriters’ Option Purchase Price payable by them by wire transfer of immediately available funds to the receipt of funds pursuant to the immediately prior sentenceCompany, the Company shallshall either, at its option, deliver a certificate certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser 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 Purchase Purchaser and the Company) Company (the “Initial IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,800,000 9,750,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $6,800,000 9,750,000 (the “Purchase Price”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds in the following amounts: (i) $4,800,000 6,250,000 to the Company Company, at a financial institution to be chosen by the Company, and (ii) $2,000,000 3,500,000 to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each case in accordance with the Company’s wiring instructions, instructions at least one (1) business day prior to the Initial IPO Closing Date; provided, however, that the Purchase Price shall be reimbursed to the Purchaser if the Initial Closing Date does not occur on the day following such wire payment. On the Initial IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the consummation date of each any closing of the option to purchase additional unitsover-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Option Over-allotment Closing Date”, ,” and each Option Over-allotment Closing Date (if any) and the Initial IPO Closing Date, being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to an aggregate of up to 900,000 1,050,000 Private Placement Warrants (orWarrants, to in the extent same proportion as the option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to portion amount of the option that is then so exercised) , at a price of $1.00 per warrant for an aggregate purchase price of up to $900,000 1,050,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Option Over-allotment Purchase Price”). The Each of the Purchaser shall pay the Option Over-allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Trust Account, Account at least one (1) business day prior to such Option Over-allotment Closing Date; provided, however, that the Option Purchase Price shall be reimbursed to the Purchaser if such Option Closing Date does not occur on the day following such wire payment. On the Option Over-allotment Closing Date, subject following the payment by the Purchaser of the Over-allotment Purchase Price by wire transfer of immediately available funds to the receipt of funds pursuant to the immediately prior sentenceCompany, the Company shallCompany, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering (or on such earlier time and date as may be mutually agreed by the Purchase Purchaser and the Company) Company (the “Initial IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,800,000 7,333,333 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $6,800,000 11,000,000 (the “Purchase Price”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds in the following amounts: (i) $4,800,000 3,000,000 to the Company at a financial institution to be chosen by the Company, and (ii) $2,000,000 $ 8,000,000 to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each case in accordance with the Company’s wiring instructions, at least one (1) business day prior to the Initial IPO Closing Date; provided, however, that the Purchase Price shall be reimbursed to the Purchaser if the Initial Closing Date does not occur on the day following such wire payment. On the Initial IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the consummation date of each the closing of the option to purchase additional units, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an the “Option Closing Date”, ,” and each Option Closing Date (if any) and the Initial IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of up to 900,000 800,000 Private Placement Warrants Warrants, (or, to the extent the option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the option that is exercised) ), at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to $900,000 1,200,000 (the “Option Purchase Price”). The Purchaser shall pay the Option Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Trust Account, Account at least one (1) business day prior to such the Option Closing Date; provided, however, that the Option Purchase Price shall be reimbursed to the Purchaser if such Option Closing Date does not occur on the day following such wire payment. On the Option Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering (or at and on such earlier time and date as may be mutually agreed by the Purchase Purchaser and the Company) Company (the “Initial IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,800,000 3,200,000 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $6,800,000 4,800,000 (the “Purchase Price”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds in the following amounts: (i1) $4,800,000 [●] to the Company Company, at a financial institution to be chosen by the Company, and (ii2) $2,000,000 [●] to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each case in accordance with the Company’s wiring instructions, at least one (1) business day prior to the Initial IPO Closing Date; provided, however, that the Purchase Price shall be reimbursed to the Purchaser if the Initial Closing Date does not occur on the day following such wire payment. On the Initial IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior preceding sentence, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the consummation date of each the closing of the option to purchase additional unitsover-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Option Over-allotment Closing Date”, and each Option Over-allotment Closing Date (if any) and the Initial IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to an aggregate of up to 900,000 320,000 Private Placement Warrants (or, to the extent the over-allotment option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the over-allotment option that is then exercised) at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to $900,000 480,000 (the “Option Over-allotment Purchase Price”). The Purchaser shall pay the Option Over-allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Trust Account, at least one (1) business day prior to such Option the Over-allotment Closing Date; provided, however, that the Option Purchase Price shall be reimbursed to the Purchaser if such Option Closing Date does not occur on the day following such wire payment. On the Option Over-allotment Closing Date, subject to the receipt of funds pursuant to the immediately prior preceding sentence, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering (or on such earlier time and date as may be mutually agreed by the Purchase Purchaser and the Company) Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,800,000 6,600,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $6,800,000 6,600,000 (the “Purchase Price”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds in the following amounts: funds, consisting of (i) $4,800,000 4,600,000 to the Company trust account, at a financial institution to be chosen by the Company, and (ii) $2,000,000 to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”)trustee, in each case accordance with the Company’s wiring instructions and (ii) $2,000,000 to the Company in accordance with the Company’s wiring instructions, at least one (1) business day prior to the Initial Closing Date; provided, however, that the Purchase Price shall be reimbursed to the Purchaser if the Initial Closing Date does not occur on the day following such wire payment. On the Initial Closing Date, subject to upon the receipt payment by the Purchaser of funds pursuant to the immediately prior sentencePurchase Price, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser Purchaser, or effect such delivery in book-entry form. (ii) On the date of the consummation of each the closing of the over-allotment option to purchase additional units, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an the “Option Over-allotment Closing Date”, and each Option Closing Date (if any) and together with the Initial Closing Date, a the “Closing DateDates”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of up to 900,000 690,000 Private Placement Warrants (or, to the extent the option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to portion of the option that is exercised) at a price of $1.00 per warrant for an aggregate purchase price of up to $900,000 690,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Option Over-allotment Purchase Price”). The Purchaser shall pay the Option Over-allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Trust AccountCompany, to the trust account, at least one (1) business day prior a financial institution to such Option be chosen by the Company, 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 Closing Date; provided, however, that the Option Purchase Price shall be reimbursed to the Purchaser if such Option Closing Date does not occur on the day following such wire payment. On the Option Over-allotment Closing Date, subject to upon the receipt payment by the Purchaser of funds pursuant to the immediately prior sentenceOver-allotment Purchase Price, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser 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 Purchase Purchasers and the Company) Company (the “Initial IPO Closing Date”), the Company shall issue and sell to the PurchaserPurchasers, and the Purchaser Purchasers shall together purchase from the Company, 6,800,000 Company 4,833,333 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $6,800,000 7,250,000 (the “Purchase Price”). The Purchaser Purchasers shall each pay their respective portion of the Purchase Price by wire transfer of immediately available funds in the following amounts: (i) $4,800,000 2,250,000 (including $2,025,000 from the Sponsor and $225,000 from Xx. Xxxxxxxxxx) to the Company Company, at a financial institution to be chosen by the Company, and (ii) $2,000,000 5,000,000 (including $4,500,000 from the Sponsor and $500,000 from Xx. Xxxxxxxxxx) 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; provided, however, that the Purchase Price shall be reimbursed to the Purchaser if the Initial Closing Date does not occur on the day following such wire payment. On the Initial IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchasers on such date duly registered in the Purchaser’s Purchasers’ name to the Purchaser Purchasers or effect such delivery in book-entry form. (ii) On the consummation date of each any closing of the option to purchase additional unitsover-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser Purchasers and the Company (each such date, an “Option Over-allotment Closing Date”, ,” and each Option Over-allotment Closing Date (if any) and the Initial IPO Closing Date, being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the PurchaserPurchasers, and the Purchaser Purchasers shall together purchase from the Company, an aggregate of up to 900,000 500,000 Private Placement Warrants (or, to the extent the option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to portion of the option that is exercised) at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to $900,000 750,000 (including $675,000 from the Sponsor and $75,000 from Xx. Xxxxxxxxxx) (the “Option Purchase Price”). The Purchaser Purchasers shall pay the Option Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Trust Account, at least one at (1) business day prior to such Option Over-allotment Closing Date; provided, however, that the Option Purchase Price shall be reimbursed to the Purchaser if such Option Closing Date does not occur on the day following such wire payment. On the Option Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s Purchasers’ name to the Purchaser Purchasers or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering (or on such earlier time and date as may be mutually agreed by the Purchase and the Company) (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,800,000 8,395,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $6,800,000 8,395,000 (the “Purchase Price”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds in the following amounts: (i) $4,800,000 $ to the Company at a financial institution to be chosen by the Company, and (ii) $2,000,000 $ to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each case in accordance with the Company’s wiring instructions, at least one (1) business day prior to the Initial Closing Date; provided, however, that the Purchase Price shall be reimbursed to the Purchaser if the Initial Closing Date does not occur on the day following such wire payment. On the Initial Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the consummation of each closing of the option to purchase additional units, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Option Closing Date”, and each Option Closing Date (if any) and the Initial Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of up to 900,000 Private Placement Warrants (or, to the extent the option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to portion of the option that is exercised) at a price of $1.00 per warrant for an aggregate purchase price of up to $900,000 (the “Option Purchase Price”). The Purchaser shall pay the Option Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Trust Account, at least one (1) business day prior to such Option Closing Date; provided, however, that the Option Purchase Price shall be reimbursed to the Purchaser if such Option Closing Date does not occur on the day following such wire payment. On the Option Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

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 Purchase and the Company) (the “Initial IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,800,000 12,750,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $6,800,000 12,750,000 (the “Purchase Price”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds in the following amounts: (i) $4,800,000 2,500,000 to the Company at a financial institution to be chosen by the Company, and (ii) $2,000,000 10,250,000 to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each case in accordance with the Company’s wiring instructions, at least one (1) business day prior to the Initial IPO Closing Date; providedprovided however that if underwriters of the Public Offering exercise their option to purchase additional units, howeverin whole or in part, that the Purchase Price amount in clause (ii) shall instead be reimbursed equal to 2% of the gross proceeds of the Public Offering, including such option, and the amount in clause (i) shall instead be equal to the Purchaser if difference between (x) $14,437,500 and (y) 2% of the Initial Closing Date does not occur on gross proceeds of the day following such wire paymentPublic Offering. On the Initial IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the consummation date of each the closing of the option to purchase additional units, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an the “Option Closing Date”, and each Option Closing Date (if any) and the Initial IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of up to 900,000 1,687,500 Private Placement Warrants (or, to the extent the option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the option that is exercised) at a price of $1.00 per warrant for an aggregate purchase price of up to $900,000 1,687,500 (the “Option Purchase Price”). The Purchaser shall pay the Option Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Trust Account, at least one (1) business day prior to such the Option Closing Date; provided, however, that the Option Purchase Price shall be reimbursed to the Purchaser if such Option Closing Date does not occur on the day following such wire payment. On the Option Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

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 Purchase and the Company) (the “Initial IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,800,000 6,000,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $6,800,000 5,175,000 (the “Purchase Price”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds in the following amounts: (i) $4,800,000 2,000,000 to the Company at a financial institution to be chosen by the Company, and (ii) $2,000,000 3,175,000 to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each case in accordance with the Company’s wiring instructions, at least one (1) business day prior to the Initial IPO Closing Date; provided, however, that the Purchase Price shall be reimbursed to the Purchaser if the Initial Closing Date does not occur on the day following such wire payment. On the Initial IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the consummation date of each the closing of the option to purchase additional units, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an the “Option Closing Date”, and each Option Closing Date (if any) and the Initial IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of up to 900,000 600,000 Private Placement Warrants (or, to the extent the option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to portion of the option that is exercised) at a price of $1.00 per warrant for an aggregate purchase price of up to $900,000 600,000 (the “Option Purchase Price”). The Purchaser shall pay the Option Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Trust Account, at least one (1) business day prior to such the Option Closing Date; provided, however, that the Option Purchase Price shall be reimbursed to the Purchaser if such Option Closing Date does not occur on the day following such wire payment. On the Option Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

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 Purchase Purchaser and the Company) Company (the “Initial IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,800,000 4,533,334 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $6,800,000 6,800,001 (the “Purchase Price”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds in the following amounts: (i) $4,800,000 2,500,000 to the Company Company, at a financial institution to be chosen by the Company, and (ii) $2,000,000 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, at least one (1) business day prior to the Initial IPO Closing Date; provided, however, that the Purchase Price shall be reimbursed to the Purchaser if the Initial Closing Date does not occur on the day following such wire payment. On the Initial IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the consummation date of each the closing of the option to purchase additional units, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an the “Option Closing Date”, and each Option Closing Date (if any) and the Initial IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of up to 900,000 480,000 Private Placement Warrants (or, to the extent the option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the option that is exercised) at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to $900,000 720,000 (the ““ Option Purchase Price”). The Purchaser shall pay the Option Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Trust Account, at least one (1) business day prior to such the Option Closing Date; provided, however, that the Option Purchase Price shall be reimbursed to the Purchaser if such Option Closing Date does not occur on the day following such wire payment. On the Option Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

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 Purchase Purchaser and the Company) Company (the “Initial IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,800,000 9,200,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $6,800,000 9,200,000 (the “Purchase Price”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds in to the following amounts: Company, consisting of (i) $4,800,000 to the Company at a financial institution to be chosen by the Company, and (ii) $2,000,000 7,200,000 to the trust account 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 (the “Trust Account”)trustee, in each case accordance with the Company’s wiring instructions and (ii) $2,000,000 to the Company in accordance with the Company’s wiring instructions, at least one (1) business day prior to the Initial IPO Closing Date; provided, however, that the Purchase Price shall be reimbursed to the Purchaser if the Initial Closing Date does not occur on the day following such wire payment. On the Initial IPO Closing Date, subject upon the payment by the Purchaser of the Purchase Price, by wire transfer of immediately available funds to the receipt of funds pursuant to the immediately prior sentenceCompany, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser Purchaser, or effect such delivery in book-entry form. (ii) On the consummation date of each any closing of the option to purchase additional unitsover-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an the “Option Closing Date”, and each Option Closing Date (if any) and the Initial Closing Date, a “Over-allotment Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of up to 900,000 1,080,000 Private Placement Warrants (or, to the extent the option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to portion of the option that is exercised) at a price of $1.00 per warrant for an aggregate purchase price of up to $900,000 1,080,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Option Over-allotment Purchase Price”). The Purchaser shall pay the Option Over-allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Trust Account, Account at least one (1) business day prior to such Option Over-allotment Closing Date; provided, however, that the Option Purchase Price shall be reimbursed to the Purchaser if such Option Closing Date does not occur on the day following such wire payment. On the Option Over-allotment Closing Date, subject following the payment by the Purchaser of the Over-allotment Purchase Price by wire transfer of immediately available funds to the receipt trust account, at XX Xxxxxx Chase Bank, N.A. (or at another U.S. chartered commercial bank with consolidated assets of funds pursuant $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 immediately prior sentence, the Closing Date. The Company shall, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser 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 Purchase Purchaser and the Company) Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,800,000 7,733,334 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $6,800,000 11,600,001 (the “Purchase Price”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds in the following amounts: funds, consisting of (i) $4,800,000 9,600,000 to the Company trust account, at a financial institution to be chosen by the Company, and (ii) $2,000,000 to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”)trustee, in each case accordance with the Company’s wiring instructions and (ii) $2,000,001 to the Company in accordance with the Company’s wiring instructions, at least one (1) business day prior to the Initial Closing Date; provided, however, that the Purchase Price shall be reimbursed to the Purchaser if the Initial Closing Date does not occur on the day following such wire payment. On the Initial Closing Date, subject to upon the receipt payment by the Purchaser of funds pursuant to the immediately prior sentencePurchase Price, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser Purchaser, or effect such delivery in book-entry form. (ii) On the date of the consummation of each the closing of the over-allotment option to purchase additional units, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an the “Option Over-allotment Closing Date”, and each Option Closing Date (if any) and together with the Initial Closing Date, a the “Closing DateDates”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of up to 900,000 960,000 Private Placement Warrants (or, to the extent the option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to portion of the option that is exercised) at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to $900,000 1,440,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Option Over-allotment Purchase Price”). The Purchaser shall pay the Option Over-allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Trust AccountCompany, to the trust account, at least one (1) business day prior a financial institution to such Option Closing Date; providedbe chosen by the Company, howevermaintained by Continental Stock Transfer & Trust Company, that acting as trustee, in accordance with the Option Purchase Price shall be reimbursed to the Purchaser if such Option Closing Date does not occur on the day following such wire paymentCompany’s wiring instructions. On the Option Over-allotment Closing Date, subject to upon the receipt payment by the Purchaser of funds pursuant to the immediately prior sentenceOver-allotment Purchase Price, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser 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 Purchase Purchaser and the Company) Company (the “Initial IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,800,000 7,333,333 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $6,800,000 11,000,000 (the “Purchase Price”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds in the following amounts: (i) $4,800,000 $ , to the Company at a financial institution to be chosen by the Company, and (ii) $2,000,000 $ to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each case in accordance with the Company’s wiring instructions, at least one (1) business day prior to the Initial IPO Closing Date; provided, however, that the Purchase Price shall be reimbursed to the Purchaser if the Initial Closing Date does not occur on the day following such wire payment. On the Initial IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the consummation date of each the closing of the option to purchase additional units, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an the “Option Closing Date”, ,” and each Option Closing Date (if any) and the Initial IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of up to 900,000 800,000 Private Placement Warrants Warrants, (or, to the extent the option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the option that is exercised) ), at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to $900,000 1,200,000 (the “Option Purchase Price”). The Purchaser shall pay the Option Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Trust Account, Account at least one (1) business day prior to such the Option Closing Date; provided, however, that the Option Purchase Price shall be reimbursed to the Purchaser if such Option Closing Date does not occur on the day following such wire payment. On the Option Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

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 Purchase and the Company) (the “Initial IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,800,000 12,100,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $6,800,000 12,100,000 (the “Purchase Price”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds in the following amounts: (i) $4,800,000 2,500,000 to the Company at a financial institution to be chosen by the Company, and (ii) $2,000,000 9,600,000 to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each case in accordance with the Company’s wiring instructions, at least one (1) business day prior to the Initial IPO Closing Date; providedprovided however that if underwriters of the Public Offering exercise their option to purchase additional units, howeverin whole or in part, that the Purchase Price amount in clause (ii) shall instead be reimbursed equal to 2% of the gross proceeds of the Public Offering, including such option, and the amount in clause (i) shall instead be equal to the Purchaser if difference between (x) $13,540,000 and (y) 2% of the Initial Closing Date does not occur on gross proceeds of the day following such wire paymentPublic Offering. On the Initial IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the consummation date of each the closing of the option to purchase additional units, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an the “Option Closing Date”, and each Option Closing Date (if any) and the Initial IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of up to 900,000 1,440,000 Private Placement Warrants (or, to the extent the option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the option that is exercised) at a price of $1.00 per warrant for an aggregate purchase price of up to $900,000 1,440,000 (the “Option Purchase Price”). The Purchaser shall pay the Option Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Trust Account, at least one (1) business day prior to such the Option Closing Date; provided, however, that the Option Purchase Price shall be reimbursed to the Purchaser if such Option Closing Date does not occur on the day following such wire payment. On the Option Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering (the “IPO Closing Date”) or on such earlier time and date as may be mutually agreed by the Purchase Purchaser and the Company) (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,800,000 5,600,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $6,800,000 5,600,000 (the “Purchase Price”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds in the following amounts: (i) $4,800,000 2,000,000 to the Company at a financial institution to be chosen by the Company, and (ii) $2,000,000 3,600,000 to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each case in accordance with the Company’s wiring instructions, at least one (1) business day prior to the Initial IPO Closing Date; provided, however, that the Purchase Price shall be reimbursed to the Purchaser if the Initial Closing Date does not occur on the day following such wire payment. On the Initial IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the consummation date of each the closing of the option to purchase additional units, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an the “Option Closing Date”, and each Option Closing Date (if any) and the Initial IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of up to 900,000 540,000 Private Placement Warrants (or, to the extent the option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to portion of the option that is exercised) at a price of $1.00 per warrant for an aggregate purchase price of up to $900,000 540,000 (the “Option Purchase Price”). The Purchaser shall pay the Option Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Trust Account, at least one (1) business day prior to such the Option Closing Date; provided, however, that the Option Purchase Price shall be reimbursed to the Purchaser if such Option Closing Date does not occur on the day following such wire payment. On the Option Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

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 Purchase and the Company) (the “Initial IPO Closing Date”), the Company shall issue and sell to the PurchaserPurchasers, and the Purchaser Purchasers shall purchase purchase, in the amounts set on in the recitals above, from the Company, 6,800,000 14,040,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $6,800,000 14,040,000 (the “Purchase Price”). The Purchaser Sponsor shall pay its respective portion of the Purchase Price by wire transfer of immediately available funds in the following amounts: (i) $4,800,000 1,800,000 to the Company at a financial institution to be chosen by the Company, and (ii) $2,000,000 9,440,000 to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), and the Salient Client Accounts shall pay their respective portion of the Purchase Price by wire transfer of immediately available funds to the Trust Account, in each case in accordance with the Company’s wiring instructions, at least one (1) business day prior to substantially concurrently with the Initial IPO Closing Date; provided, however, that the Purchase Price shall be reimbursed to the Purchaser if the Initial Closing Date does not occur on the day following such wire payment. On the Initial IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser Purchasers or effect such delivery in book-entry form. (ii) On the consummation date of each the closing of the option to purchase additional units, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser Purchasers and the Company (each such date, an the “Option Closing Date”, and each Option Closing Date (if any) and the Initial IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the PurchaserSponsor, and the Purchaser Sponsor shall purchase from the Company, an aggregate of on a pro rata basis, up to 900,000 1,440,000 Private Placement Warrants (or, to the extent the option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to portion of the option that is exercised) at a price of $1.00 per warrant for an aggregate purchase price of up to $900,000 1,440,000 (the “Option Purchase Price”). The Purchaser Purchasers shall pay the Option Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Trust Account, at least one (1) business day prior to such the Option Closing Date; provided, however, that the Option Purchase Price shall be reimbursed to the Purchaser if such Option Closing Date does not occur on the day following such wire payment. On the Option Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser 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 Purchase and the Company) (the “Initial IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,800,000 8,000,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $6,800,000 8,000,000 (the “Purchase Price”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds in the following amounts: (i) $4,800,000 to the Company at a financial institution to be chosen by the Company, and (ii) $2,000,000 to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each case in accordance with the Company’s wiring instructions, at least one (1) business day prior to the Initial IPO Closing Date; provided, however, that the Purchase Price shall be reimbursed to the Purchaser if the Initial Closing Date does not occur on the day following such wire payment. On the Initial IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the consummation date of each the closing of the option to purchase additional units, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an the “Option Closing Date”, and each Option Closing Date (if any) and the Initial IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of up to 900,000 Private Placement Warrants (or, to the extent the option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to portion of the option that is exercised) at a price of $1.00 per warrant for an aggregate purchase price of up to $900,000 (the “Option Purchase Price”). The Purchaser shall pay the Option Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Trust Account, at least one (1) business day prior to such the Option Closing Date; provided, however, that the Option Purchase Price shall be reimbursed to the Purchaser if such Option Closing Date does not occur on the day following such wire payment. On the Option Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

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 Purchase and the Company) (the “Initial IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,800,000 12,750,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $6,800,000 12,750,000 (the “Purchase Price”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds in the following amounts: (i) $4,800,000 2,500,000 to the Company at a financial institution to be chosen by the Company, and (ii) $2,000,000 10,250,000 to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each case in accordance with the Company’s wiring instructions, at least one (1) business day prior to the Initial IPO Closing Date; providedprovided however that if underwriters of the Public Offering exercise their option to purchase additional units, howeverin whole or in part, that the Purchase Price amount in clause (ii) shall instead be reimbursed equal to (x) 4.5% of the gross proceeds of the Public Offering, including such option minus (y) $1,000,000, and the amount in clause (i) shall instead be equal to the Purchaser if difference between (x) $14,437,500 and (y) the Initial Closing Date does not occur on the day following such wire paymentamount in clause (ii). On the Initial IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the consummation date of each the closing of the option to purchase additional units, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an the “Option Closing Date”, and each Option Closing Date (if any) and the Initial IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of up to 900,000 1,687,500 Private Placement Warrants (or, to the extent the option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the option that is exercised) at a price of $1.00 per warrant for an aggregate purchase price of up to $900,000 1,687,500 (the “Option Purchase Price”). The Purchaser shall pay the Option Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Trust Account, at least one (1) business day prior to such the Option Closing Date; provided, however, that the Option Purchase Price shall be reimbursed to the Purchaser if such Option Closing Date does not occur on the day following such wire payment. On the Option Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

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 Purchase and the Company) (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,800,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $6,800,000 (the “Purchase Price”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds in the following amounts: (i) $4,800,000 2,780,000 to the Company at a financial institution to be chosen by the Company, and (ii) $2,000,000 4,020,000 to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each case in accordance with the Company’s wiring instructions, at least one (1) business day prior to the Initial Closing Date; provided, however, that the Purchase Price shall be reimbursed to the Purchaser if the Initial Closing Date does not occur on the day following such wire payment. On the Initial Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the consummation of each closing of the option to purchase additional units, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Option Closing Date”, and each Option Closing Date (if any) and the Initial Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of up to 900,000 Private Placement Warrants (or, to the extent the option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to portion of the option that is exercised) at a price of $1.00 per warrant for an aggregate purchase price of up to $900,000 (the “Option Purchase Price”). The Purchaser shall pay the Option Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Trust Account, at least one (1) business day prior to such Option Closing Date; provided, however, that the Option Purchase Price shall be reimbursed to the Purchaser if such Option Closing Date does not occur on the day following such wire payment. On the Option Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

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 Purchase and the Company) (the “Initial "IPO Closing Date”"), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,800,000 3,555,556 Private Placement Warrants at a price of $1.00 0.90 per warrant for an aggregate purchase price of $6,800,000 3,200,000 (the “"Purchase Price”"). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds in the following amounts: (i) $4,800,000 to the Company at a financial institution to be chosen by the Company, and (ii) $2,000,000 to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “"Trust Account”"), in each case in accordance with the Company’s 's wiring instructions, at least one (1) business day prior to the Initial IPO Closing Date; provided, however, that the Purchase Price shall be reimbursed to the Purchaser if the Initial Closing Date does not occur on the day following such wire payment. On the Initial IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s 's name to the Purchaser or effect such delivery in book-entry form. (ii) On the consummation date of each the closing of the option to purchase additional units, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “the "Option Closing Date”", and each Option Closing Date (if any) and the Initial IPO Closing Date, a “"Closing Date”"), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of up to 900,000 86,666 Private Placement Warrants (or, to the extent the option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to portion of the option that is exercised) at a price of $1.00 0.90 per warrant for an aggregate purchase price of up to $900,000 78,000 (the “"Option Purchase Price”"). The Purchaser shall pay the Option Purchase Price in accordance with the Company’s 's wire instruction by wire transfer of immediately available funds to the Trust Account, at least one (1) business day prior to such the Option Closing Date; provided, however, that the Option Purchase Price shall be reimbursed to the Purchaser if such Option Closing Date does not occur on the day following such wire payment. On the Option Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s 's name to the Purchaser or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering (or on such earlier time and date as may be mutually agreed by the Purchase and the Company) (the “Initial IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,800,000 3,555,556 Private Placement Warrants at a price of $1.00 0.90 per warrant for an aggregate purchase price of $6,800,000 3,200,000 (the “Purchase Price”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds in the following amounts: (i) $4,800,000 to the Company at a financial institution to be chosen by the Company, and (ii) $2,000,000 to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each case in accordance with the Company’s wiring instructions, at least one (1) business day prior to the Initial IPO Closing Date; provided, however, that the Purchase Price shall be reimbursed to the Purchaser if the Initial Closing Date does not occur on the day following such wire payment. On the Initial IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the consummation date of each the closing of the option to purchase additional units, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an the “Option Closing Date”, and each Option Closing Date (if any) and the Initial IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of up to 900,000 86,666 Private Placement Warrants (or, to the extent the option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to portion of the option that is exercised) at a price of $1.00 0.90 per warrant for an aggregate purchase price of up to $900,000 78,000 (the “Option Purchase Price”). The Purchaser shall pay the Option Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Trust Account, at least one (1) business day prior to such the Option Closing Date; provided, however, that the Option Purchase Price shall be reimbursed to the Purchaser if such Option Closing Date does not occur on the day following such wire payment. On the Option Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

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 Purchase Purchasers and the Company) Company (the “Initial IPO Closing Date”), the Company shall issue and sell to the PurchaserPurchasers, and the Purchaser Purchasers shall purchase from the Company, 6,800,000 13,333,333 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $6,800,000 19,999,999.50 (the “Purchase Price”). The Purchaser Purchasers shall pay the Purchase Price by wire transfer of immediately available funds in the following amounts: (i) $4,800,000 to the Company Company, to the trust account, at a financial institution to be chosen by the Company, and (ii) $2,000,000 to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee trustee, in accordance with the Company’s wiring instructions (the “Trust Account”), in each case in accordance with the Company’s wiring instructions, at least one (1) business day prior to the Initial IPO Closing Date; provided, however, that the Purchase Price shall be reimbursed to the Purchaser if the Initial Closing Date does not occur on the day following such wire payment. On the Initial IPO Closing Date, subject upon the payment by the Purchasers of the Purchase Price, by wire transfer of immediately available funds to the receipt of funds pursuant to the immediately prior sentenceCompany, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by each of the Purchasers on such date duly registered in each of the Purchaser’s name names to each of the Purchaser Purchasers or effect such delivery in book-entry form. (ii) On the consummation date of each any closing of the option to purchase additional unitsover-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser Purchasers and the Company (each such date, an “Option Over-allotment Closing Date”, ,” and each Option Over-allotment Closing Date (if any) and the Initial IPO Closing Date, being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the PurchaserPurchasers, and the Purchaser Purchasers shall purchase from the Company, up to an aggregate of up to 900,000 1,500,000 Private Placement Warrants (orWarrants, to in the extent same proportion as the option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to portion amount of the option that is then so exercised) , at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to $900,000 2,250,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Option Over-allotment Purchase Price”). The Purchaser Each of the Purchasers shall pay the Option Over-allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Trust Account, Account at least one (1) business day prior to such Option Over-allotment Closing Date; provided, however, that the Option Purchase Price shall be reimbursed to the Purchaser if such Option Closing Date does not occur on the day following such wire payment. On the Option Over-allotment Closing Date, subject following the payment by the Purchaser of the Over-allotment Purchase Price by wire transfer of immediately available funds to the receipt of funds pursuant to the immediately prior sentenceCompany, the Company shallCompany, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering (or on such earlier time and date as may be mutually agreed by the Purchase Purchaser and the Company) Company (the “Initial IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,800,000 5,666,667 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $6,800,000 8,500,000 (the “Purchase Price”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds in the following amounts: (i) $4,800,000 2,500,000 to the Company Company, at a financial institution to be chosen by the Company, and (ii) $2,000,000 6,000,000 to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each case in accordance with the Company’s wiring instructions, instructions at least one (1) business day prior to the Initial IPO Closing Date; provided, however, that the Purchase Price shall be reimbursed to the Purchaser if the Initial Closing Date does not occur on the day following such wire payment. On the Initial IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the consummation date of each any closing of the option to purchase additional unitsover-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Option Over-allotment Closing Date”, ,” and each Option Over-allotment Closing Date (if any) and the Initial IPO Closing Date, being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to an aggregate of up to 900,000 600,000 Private Placement Warrants (orWarrants, to in the extent same proportion as the option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to portion amount of the option that is then so exercised) , at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to $900,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Option Over-allotment Purchase Price”). The Purchaser shall pay the Option Over-allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Trust Account, Account at least one (1) business day prior to such Option Over-allotment Closing Date; provided, however, that the Option Purchase Price shall be reimbursed to the Purchaser if such Option Closing Date does not occur on the day following such wire payment. On the Option Over-allotment Closing Date, subject upon the payment by the Purchaser of the Over-allotment Purchase Price by wire transfer of immediately available funds to the receipt of funds pursuant to the immediately prior sentenceCompany, the Company shallCompany, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser Purchaser, or effect such delivery in book-entry form.