Common use of Purchase and Sale of the Sponsor Warrants Clause in Contracts

Purchase and Sale of the Sponsor 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 Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 10,750,000 Sponsor Warrants at a price of $1.00 per warrant for an aggregate purchase price of $10,750,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company at least one (1) day prior to the Initial Closing Date in accordance with the Company’s wiring instructions. On the Initial Closing Date, following the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of any closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and the Initial Closing Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to an aggregate of 1,312,500 additional Sponsor Warrants, in the same proportion as the 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 $1,312,500 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which the Purchaser shall pay by wire transfer of immediately available funds to the Company at least one (1) day prior to such Over-allotment Closing Date in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, following the payment by the Purchaser of the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor 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 Sponsor Warrants. (i) On As payment in full for the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”)8,250,000 Sponsor Warrants being purchased under this Agreement, the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 10,750,000 Sponsor Warrants at a price of pay $1.00 per warrant for an aggregate purchase price of $10,750,000 8,250,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company Company, to the trust account (the “Trust Account”) at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, or into an escrow account maintained by Ellenoff Xxxxxxxx & Schole LLP (“EG&S”), counsel for the Company, at least one (1) business day prior to the Initial Closing Date in accordance with the Company’s wiring instructions. On the Initial Closing Date, following the payment by the Purchaser date of effectiveness of the Purchase Price by wire transfer of immediately available funds registration statement to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of any closing of the over-allotment option be filed in connection with the Public Offering or on such earlier time and date as may be mutually agreed by (the Purchaser and “Registration Statement”). (ii) In the Company (each such date, an “Overevent that the over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and the Initial Closing Date being sometimes referred to herein as a “Closing Date”)option is exercised in full or in part, the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to an aggregate of 1,312,500 additional 825,000 Sponsor Warrants (the “Additional Sponsor Warrants”), in the same proportion as the amount of the over-allotment option that is then so exercised, and simultaneously with such purchase of Additional Sponsor Warrants, as payment in full for the Additional Sponsor Warrants being purchased hereunder, and at a price least one (1) business day prior to the closing of $1.00 per warrant for an aggregate purchase price all or any portion of up to $1,312,500 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”)option, which the Purchaser shall pay $1.00 per Additional Sponsor Warrant, up to an aggregate amount of $825,000, by wire transfer of immediately available funds to the Company at least one (1) day prior to or by such Over-allotment Closing Date in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, following the payment by the Purchaser of the Over-allotment Purchase Price by wire transfer of immediately available funds other method as may be reasonably acceptable to the Company, to the Company, at its option, shall deliver a certificate evidencing Trust Account. (iii) The closing of the purchase and sale of the Sponsor Warrants purchased shall take place simultaneously with the closing of the Public Offering (the “Initial Closing Date”). The closing of the purchase and sale of the Additional Sponsor Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the over-allotment option (such closing date, together with the Initial Closing Date, the “Closing Dates” and each, a “Closing Date”). The closing of the purchase and sale of each of the Sponsor Warrants and the Additional Sponsor Warrants shall take place at the offices of EG&S, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, or such other place as may be agreed upon by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry formparties hereto.

Purchase and Sale of the Sponsor Warrants. (i) On As payment in full for the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”)13,500,000 Sponsor Warrants being purchased under this Agreement, the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 10,750,000 Sponsor Warrants at a price of pay $1.00 per warrant for an aggregate purchase price of $10,750,000 6,750,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company Company, to the trust account (the “Trust Account”) at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, LLC, acting as trustee, or into an escrow account maintained by Ellenoff Gxxxxxxx & Schole LLP (“EG&S”), counsel for the Company, at least one (1) business day prior to the Initial Closing Date in accordance with the Company’s wiring instructions. On the Initial Closing Date, following the payment by the Purchaser date of effectiveness of the Purchase Price by wire transfer of immediately available funds registration statement to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of any closing of the over-allotment option be filed in connection with the Public Offering or on such earlier time and date as may be mutually agreed by (the Purchaser and “Registration Statement”). (ii) In the Company (each such date, an “Overevent that the over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and the Initial Closing Date being sometimes referred to herein as a “Closing Date”)option is exercised in full or in part, the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to an aggregate of 1,312,500 additional 1,500,000 Sponsor Warrants (the “Additional Sponsor Warrants”), in the same proportion as the amount of the over-allotment option that is then so exercised, and simultaneously with such purchase of Additional Sponsor Warrants, as payment in full for the Additional Sponsor Warrants being purchased hereunder, and at a price least one (1) business day prior to the closing of $1.00 per warrant for an aggregate purchase price all or any portion of up to $1,312,500 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”)option, which the Purchaser shall pay $0.50 per Additional Sponsor Warrant, up to an aggregate amount of $7,500,000, by wire transfer of immediately available funds to the Company at least one (1) day prior to or by such Over-allotment Closing Date in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, following the payment by the Purchaser of the Over-allotment Purchase Price by wire transfer of immediately available funds other method as may be reasonably acceptable to the Company, to the Company, at its option, shall deliver a certificate evidencing Trust Account. (iii) The closing of the purchase and sale of the Sponsor Warrants purchased shall take place simultaneously with the closing of the Public Offering (the “Initial Closing Date”). The closing of the purchase and sale of the Additional Sponsor Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the over-allotment option (such closing date, together with the Initial Closing Date, each, a “Closing Date”). The closing of the purchase and sale of each of the Sponsor Warrants and the Additional Sponsor Warrants shall take place at the offices of EG&S, 1000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, or such other place as may be agreed upon by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry formparties hereto.

Purchase and Sale of the Sponsor Warrants. (i) On As payment in full for the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”)8,666,667 Sponsor Warrants being purchased under this Agreement, the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 10,750,000 Sponsor Warrants at a price of pay $1.00 per warrant for an aggregate purchase price of $10,750,000 13,000,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company at least one (1) day prior to the Initial Closing Date in accordance with the Company’s wiring instructions. On , at least one (1) business day prior to the Initial Closing Dateclosing of the Public Offering, following or on such other date as the payment by Company and the Purchaser of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry formmay agree. (ii) On In the date of any closing of event that the over-allotment option is exercised in connection with the Public Offering full or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such datein part, an “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and the Initial Closing Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to an aggregate of 1,312,500 additional 1,100,000 Sponsor Warrants (the “Additional Sponsor Warrants”), in the same proportion as the amount of the over-allotment option that is then so exercised, and simultaneously with such purchase of Additional Sponsor Warrants, as payment in full for the Additional Sponsor Warrants being purchased hereunder, and at a price least one (1) business day prior to the closing of $1.00 per warrant for an aggregate purchase price all or any portion of up to $1,312,500 (if the over-allotment option in connection with option, or on such other date as the Public Offering is exercised in full) (Company and the “Over-allotment Purchase Price”)Purchaser may agree, which the Purchaser shall pay $1.50 per Additional Sponsor Warrant, up to an aggregate amount of $1,650,000, by wire transfer of immediately available funds to the Company at least one (1) day prior to such Over-allotment Closing Date in accordance with the Company’s wiring instructions. (iii) The closing of the purchase and sale of the Sponsor Warrants shall take place simultaneously with the closing of the Public Offering (the “Initial Closing Date”). On The closing of the Overpurchase and sale of the Additional Sponsor Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the over-allotment option (such closing date, together with the Initial Closing Date, following the payment by the Purchaser “Closing Dates” and each, a “Closing Date”). The closing of the Over-allotment Purchase Price by wire transfer purchase and sale of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing each of the Sponsor Warrants purchased and the Additional Sponsor Warrants shall take place at the offices of EG&S, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, or such other place as may be agreed upon by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry formparties hereto.

Purchase and Sale of the Sponsor Warrants. (i) On As payment in full for the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”)12,000,000 Sponsor Warrants being purchased under this Agreement, the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 10,750,000 Sponsor Warrants at a price of pay $1.00 per warrant for an aggregate purchase price of $10,750,000 6,000,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company Company, to the trust account (the “Trust Account”) at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee (“Continental”), or into an escrow account maintained by Ellenoff Gxxxxxxx & Schole LLP (“EG&S”), counsel for the Company, at least one (1) business day prior to the Initial Closing Date in accordance with the Company’s wiring instructions. On the Initial Closing Date, following the payment by the Purchaser date of effectiveness of the Purchase Price by wire transfer of immediately available funds registration statement to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of any closing of the over-allotment option be filed in connection with the Public Offering or on such earlier time and date as may be mutually agreed by (the Purchaser and “Registration Statement”). (ii) In the Company (each such date, an “Overevent that the over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and the Initial Closing Date being sometimes referred to herein as a “Closing Date”)option is exercised in full or in part, the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to an aggregate of 1,312,500 additional 1,125,000 Sponsor Warrants (the “Additional Sponsor Warrants”), in the same proportion as the amount of the over-allotment option that is then so exercised, and simultaneously with such purchase of Additional Sponsor Warrants, as payment in full for the Additional Sponsor Warrants being purchased hereunder, and at a price least one (1) business day prior to the closing of $1.00 per warrant for an aggregate purchase price all or any portion of up to $1,312,500 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”)option, which the Purchaser shall pay $0.50 per Additional Sponsor Warrant, up to an aggregate amount of $562,500, by wire transfer of immediately available funds to the Company at least one (1) day prior to or by such Over-allotment Closing Date in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, following the payment by the Purchaser of the Over-allotment Purchase Price by wire transfer of immediately available funds other method as may be reasonably acceptable to the Company, to the Company, at its option, shall deliver a certificate evidencing Trust Account. (iii) The closing of the purchase and sale of the Sponsor Warrants purchased shall take place simultaneously with the closing of the Public Offering (the “Initial Closing Date”). The closing of the purchase and sale of the Additional Sponsor Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the over-allotment option (such closing date, together with the Initial Closing Date, each, a “Closing Date”). The closing of the purchase and sale of each of the Sponsor Warrants and the Additional Sponsor Warrants shall take place at the offices of EG&S, 1000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, or such other place as may be agreed upon by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry formparties hereto.

Purchase and Sale of the Sponsor Warrants. (i) On As payment in full for the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”)17,500,000 Sponsor Warrants being purchased under this Agreement, the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 10,750,000 Sponsor Warrants at a price of pay $1.00 per warrant for an aggregate purchase price of $10,750,000 8,750,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company Company, to the trust account (the “Trust Account”) at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee (“Continental”), or into an escrow account maintained by Ellenoff Xxxxxxxx & Schole LLP (“EG&S”), counsel for the Company, at least one (1) business day prior to the Initial Closing Date in accordance with the Company’s wiring instructions. On the Initial Closing Date, following the payment by the Purchaser date of effectiveness of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor 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 formRegistration Statement. (ii) On In the date of any closing of event that the over-allotment option is exercised in connection with the Public Offering full or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such datein part, an “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and the Initial Closing Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to an aggregate of 1,312,500 additional 1,800,000 Sponsor Warrants (the “Additional Sponsor Warrants”), in the same proportion as the amount of the over-allotment option that is then so exercised, and simultaneously with such purchase of Additional Sponsor Warrants, as payment in full for the Additional Sponsor Warrants being purchased hereunder, and at a price least one (1) business day prior to the closing of $1.00 per warrant for an aggregate purchase price all or any portion of up to $1,312,500 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”)option, which the Purchaser shall pay $0.50 per Additional Sponsor Warrant, up to an aggregate amount of $900,000, by wire transfer of immediately available funds to the Company at least one (1) day prior to or by such Over-allotment Closing Date in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, following the payment by the Purchaser of the Over-allotment Purchase Price by wire transfer of immediately available funds other method as may be reasonably acceptable to the Company, to the Company, at its option, shall deliver a certificate evidencing Trust Account. (iii) The closing of the purchase and sale of the Sponsor Warrants purchased shall take place simultaneously with the closing of the Public Offering (the “Initial Closing Date”). The closing of the purchase and sale of the Additional Sponsor Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the over-allotment option (such closing date, together with the Initial Closing Date, the “Closing Dates” and each, a “Closing Date”). The closing of the purchase and sale of each of the Sponsor Warrants and the Additional Sponsor Warrants shall take place at the offices of EG&S, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, or such other place as may be agreed upon by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry formparties hereto.

Purchase and Sale of the Sponsor Warrants. (i) On As payment in full for the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”)6,666,667 Sponsor Warrants being purchased under this Agreement, the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 10,750,000 Sponsor Warrants at a price of pay $1.00 per warrant for an aggregate purchase price of $10,750,000 10,000,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company at least one (1) day prior to the Initial Closing Date in accordance with the Company’s wiring instructions. On , at least one (1) business day prior to the Initial Closing Dateclosing of the Public Offering, following or at such other date as the payment by Company and the Purchaser of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry formmay agree. (ii) On In the date of any closing of event that the over-allotment option is exercised in connection with the Public Offering full or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such datein part, an “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and the Initial Closing Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to an aggregate of 1,312,500 additional 800,000 Sponsor Warrants (the “Additional Sponsor Warrants”), in the same proportion as the amount of the over-allotment option that is then so exercised, and simultaneously with such purchase of Additional Sponsor Warrants, as payment in full for the Additional Sponsor Warrants being purchased hereunder, and at a price least one (1) business day prior to the closing of $1.00 per warrant for an aggregate purchase price all or any portion of up to $1,312,500 (if the over-allotment option in connection with option, or on such other date as the Public Offering is exercised in full) (Company and the “Over-allotment Purchase Price”)Purchaser may agree, which the Purchaser shall pay $1.50 per Additional Sponsor Warrant, up to an aggregate amount of $1,200,000, by wire transfer of immediately available funds to the Company at least one (1) day prior to such Over-allotment Closing Date in accordance with the Company’s wiring instructions. (iii) The closing of the purchase and sale of the Sponsor Warrants shall take place simultaneously with the closing of the Public Offering (the “Initial Closing Date”). On The closing of the Overpurchase and sale of the Additional Sponsor Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the over-allotment option (such closing date, together with the Initial Closing Date, following the payment by the Purchaser “Closing Dates” and each, a “Closing Date”). The closing of the Over-allotment Purchase Price by wire transfer purchase and sale of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing each of the Sponsor Warrants purchased and the Additional Sponsor Warrants shall take place at the offices of Cadwalader, Xxxxxxxxxx & Xxxx LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or such other place as may be agreed upon by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry formparties hereto.

Purchase and Sale of the Sponsor Warrants. (i) On the date of the initial consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 10,750,000 6,000,000 Sponsor Warrants at a price of $1.00 per warrant for an (such aggregate purchase price of $10,750,000 (for such Sponsor Warrants, the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company at least one (1) business day prior to the Initial such IPO Closing Date in accordance with the Company’s wiring instructions. On the Initial Closing Date, following the payment instructions provided by the Purchaser of the Purchase Price by wire transfer of immediately available funds Company to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date consummation of any the closing of the over-allotment option Option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and the Initial IPO Closing Date being sometimes referred to herein as Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to an aggregate 600,000 Sponsor Warrants (or, to the extent the Option is not exercised in full, a lesser number of 1,312,500 additional Sponsor Warrants, Warrants in proportion to the same proportion as the amount portion of the option Option that is then so exercised, ) at a price of $1.00 per warrant for an aggregate purchase price of up to $1,312,500 600,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (such aggregate purchase price for such Sponsor Warrants, the “Over-allotment Purchase Price”), which the Purchaser shall pay be paid by wire transfer of immediately available funds to the Company at least one (1) business day prior to such Over-allotment Closing Date in accordance with the Company’s wiring instructions. instructions provided by the Company to Purchaser. (iii) On the Over-allotment each Closing Date, following the payment by the Purchaser of the Purchase Price or Over-allotment Allotment Purchase Price Price, as applicable, by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, the Company, at its option, shall deliver a certificate to the Purchaser evidencing the Sponsor Warrants purchased by the Purchaser on such date Closing Date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Sponsor Warrants. (i) On the date of the initial consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 10,750,000 8,023,528 Sponsor Warrants at a price of $1.00 per warrant for an (such aggregate purchase price of $10,750,000 (for such Sponsor Warrants, the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company at least one (1) business day prior to the Initial such IPO Closing Date in accordance with the Company’s wiring instructions. On the Initial Closing Date, following the payment instructions provided by the Purchaser of the Purchase Price by wire transfer of immediately available funds Company to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date consummation of any the closing of the over-allotment option Option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and the Initial IPO Closing Date being sometimes referred to herein as Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to an aggregate 1,080,000 Sponsor Warrants (or, to the extent the Option is not exercised in full, a lesser number of 1,312,500 additional Sponsor Warrants, Warrants in proportion to the same proportion as the amount portion of the option Option that is then so exercised, ) at a price of $1.00 per warrant for an aggregate purchase price of up to $1,312,500 1,080,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (such aggregate purchase price for such Sponsor Warrants, the “Over-allotment Purchase Price”), which the Purchaser shall pay be paid by wire transfer of immediately available funds to the Company at least one (1) business day prior to such Over-allotment Closing Date in accordance with the Company’s wiring instructions. instructions provided by the Company to Purchaser. (iii) On the Over-allotment each Closing Date, following the payment by the Purchaser of the Purchase Price or Over-allotment Allotment Purchase Price Price, as applicable, by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, the Company, at its option, shall deliver a certificate to the Purchaser evidencing the Sponsor Warrants purchased by the Purchaser on such date Closing Date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Sponsor Warrants. (i) On As payment in full for the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”)8,750,000 Sponsor Warrants being purchased under this Agreement, the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 10,750,000 Sponsor Warrants at a price of pay $1.00 per warrant for an aggregate purchase price of $10,750,000 8,750,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company Company, to the trust account (the “Trust Account”) at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, or into an escrow account maintained by Ellenoff Xxxxxxxx & Schole LLP (“EG&S”), counsel for the Company, at least one (1) business day prior to the Initial Closing Date in accordance with the Company’s wiring instructions. On the Initial Closing Date, following the payment by the Purchaser date of effectiveness of the Purchase Price by wire transfer of immediately available funds registration statement to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of any closing of the over-allotment option be filed in connection with the Public Offering or on such earlier time and date as may be mutually agreed by (the Purchaser and “Registration Statement”). (ii) In the Company (each such date, an “Overevent that the over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and the Initial Closing Date being sometimes referred to herein as a “Closing Date”)option is exercised in full or in part, the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to an aggregate of 1,312,500 additional 825,000 Sponsor Warrants (the “Additional Sponsor Warrants”), in the same proportion as the amount of the over-allotment option that is then so exercised, and simultaneously with such purchase of Additional Sponsor Warrants, as payment in full for the Additional Sponsor Warrants being purchased hereunder, and at a price least one (1) business day prior to the closing of $1.00 per warrant for an aggregate purchase price all or any portion of up to $1,312,500 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”)option, which the Purchaser shall pay $1.00 per Additional Sponsor Warrant, up to an aggregate amount of $825,000, by wire transfer of immediately available funds to the Company at least one (1) day prior to or by such Over-allotment Closing Date in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, following the payment by the Purchaser of the Over-allotment Purchase Price by wire transfer of immediately available funds other method as may be reasonably acceptable to the Company, to the Company, at its option, shall deliver a certificate evidencing Trust Account. (iii) The closing of the purchase and sale of the Sponsor Warrants purchased shall take place simultaneously with the closing of the Public Offering (the “Initial Closing Date”). The closing of the purchase and sale of the Additional Sponsor Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the over-allotment option (such closing date, together with the Initial Closing Date, the “Closing Dates” and each, a “Closing Date”). The closing of the purchase and sale of each of the Sponsor Warrants and the Additional Sponsor Warrants shall take place at the offices of EG&S, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, or such other place as may be agreed upon by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry formparties hereto.

Purchase and Sale of the Sponsor Warrants. (i) On As payment in full for the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”)5,000,000 Sponsor Warrants being purchased under this Agreement, the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 10,750,000 Sponsor Warrants at a price of pay $1.00 per warrant for an aggregate purchase price of $10,750,000 5,000,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company at least one (1) day prior to the Initial Closing Date in accordance with the Company’s wiring instructions. On the Initial Closing Date, following the payment or by the Purchaser of the Purchase Price by wire transfer of immediately available funds such other method as may be reasonably acceptable to the Company, to the trust account (the “Trust Account”) at a financial institution to be chosen by the Company, at its optionmaintained by American Stock Transfer & Trust Company, LLC, acting as trustee, which funds shall deliver a certificate evidencing be deposited and held in an escrow account maintained by Ellenoff Gxxxxxxx & Schole LLP until the Sponsor Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name Closing (defined below) pursuant to the Purchaser or effect such delivery in book-entry formterms of an escrow agreement. (ii) On In the date of any closing of event that the over-allotment underwriters’ option to purchase additional units is exercised in connection with the Public Offering full or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such datein part, an “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and the Initial Closing Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to an aggregate of 1,312,500 additional 375,000 Sponsor Warrants (the “Additional Sponsor Warrants”), in the same proportion as the amount of the option that is then so exercised, and simultaneously with such purchase of Additional Sponsor Warrants, as payment in full for the Additional Sponsor Warrants being purchased hereunder, and at a price least one (1) business day prior to the closing of such portion of the underwriters’ option to purchase additional units, Purchaser shall pay $1.00 per warrant for Additional Sponsor Warrant, up to an aggregate purchase price amount of up to $1,312,500 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”)375,000, which the Purchaser shall pay by wire transfer of immediately available funds to the Company at least one (1) day prior to or by such Over-allotment Closing Date in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, following the payment by the Purchaser of the Over-allotment Purchase Price by wire transfer of immediately available funds other method as may be reasonably acceptable to the Company, to the Company, at its option, shall deliver a certificate evidencing Trust Account. (iii) The closing of the purchase and sale of the Sponsor Warrants purchased (the “Closing”) shall take place simultaneously with the closing of the Public Offering (the “Initial Closing Date”). The closing of the purchase and sale of the Additional Sponsor Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the underwriters’ option to purchase additional units (such closing date, together with the Initial Closing Date, the “Closing Dates” and each, a “Closing Date”). The closing of the purchase and sale of each of the Sponsor Warrants and the Additional Sponsor Warrants shall take place at the offices of Ellenoff Gxxxxxxx & Schole LLP, 1000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, or such other place as may be agreed upon by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry formparties hereto.

Purchase and Sale of the Sponsor Warrants. (i) On As payment in full for the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”)6,700,000 Sponsor Warrants being purchased under this Agreement, the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 10,750,000 Sponsor Warrants at a price of pay $1.00 per warrant for an aggregate purchase price of $10,750,000 10,050,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company at least one (1) day prior to the Initial Closing Date in accordance with the Company’s wiring instructions. On , at least one (1) business day prior to the Initial Closing Dateclosing of the Public Offering, following or at such other date as the payment by Company and the Purchaser of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry formmay agree. (ii) On In the date of any closing of event that the over-allotment option is exercised in connection with the Public Offering full or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such datein part, an “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and the Initial Closing Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to an aggregate of 1,312,500 additional 800,000 Sponsor Warrants (the “Additional Sponsor Warrants”), in the same proportion as the amount of the over-allotment option that is then so exercised, and simultaneously with such purchase of Additional Sponsor Warrants, as payment in full for the Additional Sponsor Warrants being purchased hereunder, and at a price least one (1) business day prior to the closing of $1.00 per warrant for an aggregate purchase price all or any portion of up to $1,312,500 (if the over-allotment option in connection with option, or on such other date as the Public Offering is exercised in full) (Company and the “Over-allotment Purchase Price”)Purchaser may agree, which the Purchaser shall pay $1.50 per Additional Sponsor Warrant, up to an aggregate amount of $1,200,000, by wire transfer of immediately available funds to the Company at least one (1) day prior to such Over-allotment Closing Date in accordance with the Company’s wiring instructions. (iii) The closing of the purchase and sale of the Sponsor Warrants shall take place simultaneously with the closing of the Public Offering (the “Initial Closing Date”). On The closing of the Overpurchase and sale of the Additional Sponsor Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the over-allotment option (such closing date, together with the Initial Closing Date, following the payment by the Purchaser “Closing Dates” and each, a “Closing Date”). The closing of the Over-allotment Purchase Price by wire transfer purchase and sale of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing each of the Sponsor Warrants purchased and the Additional Sponsor Warrants shall take place at the offices of EG&S, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, or such other place as may be agreed upon by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry formparties hereto.

Purchase and Sale of the Sponsor 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 Purchaser and the Company (the “Initial Closing Date”)As payment in full for 9,659,500 Sponsor Warrants being purchased under this Agreement, the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 10,750,000 Sponsor Warrants at a price of pay $1.00 per warrant for an aggregate purchase price of $10,750,000 9,659,500 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company at least one (1) day prior to the Initial Closing Date in accordance with the Company’s wiring instructions. On , on or prior to the Initial Closing Dateinitial closing of the Public Offering, following or at such earlier date as the payment by Company and the Purchaser of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry formmay agree. (ii) On In the date of any closing of event that the underwriters’ over-allotment option is exercised in connection with the Public Offering full or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such datein part, an “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and the Initial Closing Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to an aggregate of 1,312,500 additional 1,050,000 Sponsor Warrants (the “Additional Sponsor Warrants”), in the same proportion as the amount of the over-allotment option that is then so exercised, simultaneously with such purchase of Additional Sponsor Warrants. As payment in full for the Additional Sponsor Warrants then being purchased hereunder, at a price least one (1) business day prior to the applicable closing of $1.00 per warrant for an aggregate purchase price all or any portion of up to $1,312,500 (if the over-allotment option in connection with option, or on such earlier date as the Public Offering is exercised in full) (Company and the “Over-allotment Purchase Price”)Purchaser may agree, which the Purchaser shall pay $1.00 per Additional Sponsor Warrant, up to an aggregate amount of $1,050,000 by wire transfer of immediately available funds to the Company at least one (1) day prior to such Over-allotment Closing Date in accordance with the Company’s wiring instructions. (iii) The closing of the purchase and sale of the 9,659,500 Sponsor Warrants shall take place simultaneously with the initial closing of the Public Offering (the “Initial Closing Date”). On The closing of the Overpurchase and sale of the Additional Sponsor Warrants, if applicable, shall take place simultaneously with the applicable closing of all or any portion of the over-allotment option (such closing date, together with the Initial Closing Date, following the payment “Closing Dates” and each, a “Closing Date”). The closing of the purchase and sale of each of the 9,659,500 Sponsor Warrants and the Additional Sponsor Warrants shall take place at the offices of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx, 0 Xxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000, or such other place as may be agreed upon by the Purchaser of the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor 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 formparties hereto.

Purchase and Sale of the Sponsor Warrants. (i) On As payment in full for the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”)13,900,000 Sponsor Warrants being purchased under this Agreement, the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 10,750,000 Sponsor Warrants at a price of pay $1.00 per warrant for an aggregate purchase price of $10,750,000 6,950,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company Company, to the trust account (the “Trust Account”) at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee (“Continental”), or into an escrow account maintained by Ellenoff Xxxxxxxx & Schole LLP (“EG&S”), counsel for the Company, at least one (1) business day prior to the Initial Closing Date in accordance with the Company’s wiring instructions. On the Initial Closing Date, following the payment by the Purchaser date of effectiveness of the Purchase Price by wire transfer of immediately available funds registration statement to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of any closing of the over-allotment option be filed in connection with the Public Offering or on such earlier time and date as may be mutually agreed by (the Purchaser and “Registration Statement”). (ii) In the Company (each such date, an “Overevent that the over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and the Initial Closing Date being sometimes referred to herein as a “Closing Date”)option is exercised in full or in part, the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to an aggregate of 1,312,500 additional 1,260,000 Sponsor Warrants (the “Additional Sponsor Warrants”), in the same proportion as the amount of the over-allotment option that is then so exercised, and simultaneously with such purchase of Additional Sponsor Warrants, as payment in full for the Additional Sponsor Warrants being purchased hereunder, and at a price least one (1) business day prior to the closing of $1.00 per warrant for an aggregate purchase price all or any portion of up to $1,312,500 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”)option, which the Purchaser shall pay $0.50 per Additional Sponsor Warrant, up to an aggregate amount of $630,000, by wire transfer of immediately available funds to the Company at least one (1) day prior to or by such Over-allotment Closing Date in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, following the payment by the Purchaser of the Over-allotment Purchase Price by wire transfer of immediately available funds other method as may be reasonably acceptable to the Company, to the Company, at its option, shall deliver a certificate evidencing Trust Account. (iii) The closing of the purchase and sale of the Sponsor Warrants purchased shall take place simultaneously with the closing of the Public Offering (the “Initial Closing Date”). The closing of the purchase and sale of the Additional Sponsor Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the over-allotment option (such closing date, together with the Initial Closing Date, each, a “Closing Date”). The closing of the purchase and sale of each of the Sponsor Warrants and the Additional Sponsor Warrants shall take place at the offices of EG&S, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, or such other place as may be agreed upon by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry formparties hereto.

Purchase and Sale of the Sponsor Warrants. (i) On As payment in full for the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”)6,333,333 Sponsor Warrants being purchased under this Agreement, the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 10,750,000 Sponsor Warrants at a price of pay $1.00 per warrant for an aggregate purchase price of $10,750,000 9,500,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company Company, to the trust account (the “Trust Account”) at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, LLC, acting as trustee, or into an escrow account maintained by Ellenoff Xxxxxxxx & Schole LLP (“EG&S”), counsel for the Company, at least one (1) business day prior to the Initial Closing Date in accordance with the Company’s wiring instructions. On the Initial Closing Date, following the payment by the Purchaser date of effectiveness of the Purchase Price by wire transfer of immediately available funds registration statement to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of any closing of the over-allotment option be filed in connection with the Public Offering or on such earlier time and date as may be mutually agreed by (the Purchaser and “Registration Statement”). (ii) In the Company (each such date, an “Overevent that the over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and the Initial Closing Date being sometimes referred to herein as a “Closing Date”)option is exercised in full or in part, the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to an aggregate of 1,312,500 additional 366,667 Sponsor Warrants (the “Additional Sponsor Warrants”), in the same proportion as the amount of the over-allotment option that is then so exercised, and simultaneously with such purchase of Additional Sponsor Warrants, as payment in full for the Additional Sponsor Warrants being purchased hereunder, and at a price least one (1) business day prior to the closing of $1.00 per warrant for an aggregate purchase price all or any portion of up to $1,312,500 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”)option, which the Purchaser shall pay $1.50 per Additional Sponsor Warrant, up to an aggregate amount of $550,000.50, by wire transfer of immediately available funds to the Company at least one (1) day prior to or by such Over-allotment Closing Date in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, following the payment by the Purchaser of the Over-allotment Purchase Price by wire transfer of immediately available funds other method as may be reasonably acceptable to the Company, to the Company, at its option, shall deliver a certificate evidencing Trust Account. (iii) The closing of the purchase and sale of the Sponsor Warrants purchased shall take place simultaneously with the closing of the Public Offering (the “Initial Closing Date”). The closing of the purchase and sale of the Additional Sponsor Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the over-allotment option (such closing date, together with the Initial Closing Date, “Closing Dates” and each, a “Closing Date”). The closing of the purchase and sale of each of the Sponsor Warrants and the Additional Sponsor Warrants shall take place at the offices of EG&S, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, or such other place as may be agreed upon by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry formparties hereto.

Purchase and Sale of the Sponsor 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 Purchaser and the Company (the “Initial Closing Date”)As payment in full for 10,659,500 Sponsor Warrants being purchased under this Agreement, the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 10,750,000 Sponsor Warrants at a price of pay $1.00 per warrant for an aggregate purchase price of $10,750,000 10,659,500 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company at least one (1) day prior to the Initial Closing Date in accordance with the Company’s wiring instructions. On , on or prior to the Initial Closing Dateinitial closing of the Public Offering, following or at such earlier date as the payment by Company and the Purchaser of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry formmay agree. (ii) On In the date of any closing of event that the underwriters’ over-allotment option is exercised in connection with the Public Offering full or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such datein part, an “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and the Initial Closing Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to an aggregate of 1,312,500 additional 1,200,000 Sponsor Warrants (the “Additional Sponsor Warrants”), in the same proportion as the amount of the over-allotment option that is then so exercised, simultaneously with such purchase of Additional Sponsor Warrants. As payment in full for the Additional Sponsor Warrants then being purchased hereunder, at a price least one (1) business day prior to the applicable closing of $1.00 per warrant for an aggregate purchase price all or any portion of up to $1,312,500 (if the over-allotment option in connection with option, or on such earlier date as the Public Offering is exercised in full) (Company and the “Over-allotment Purchase Price”)Purchaser may agree, which the Purchaser shall pay $1.00 per Additional Sponsor Warrant, up to an aggregate amount of $1,200,000 by wire transfer of immediately available funds to the Company at least one (1) day prior to such Over-allotment Closing Date in accordance with the Company’s wiring instructions. (iii) The closing of the purchase and sale of the 10,659,500 Sponsor Warrants shall take place simultaneously with the initial closing of the Public Offering (the “Initial Closing Date”). On The closing of the Overpurchase and sale of the Additional Sponsor Warrants, if applicable, shall take place simultaneously with the applicable closing of all or any portion of the over-allotment option (such closing date, together with the Initial Closing Date, following the payment “Closing Dates” and each, a “Closing Date”). The closing of the purchase and sale of each of the 10,659,500 Sponsor Warrants and the Additional Sponsor Warrants shall take place at the offices of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx, 0 Xxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000, or such other place as may be agreed upon by the Purchaser of the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor 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 formparties hereto.