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

Purchase and Sale of the Warrants. (a) As payment in full for the 70,000 Warrants being purchased under this Agreement, each Purchaser shall pay $70,000 (the “Purchase Price”), by wire transfer of immediately available funds, to the trust account (the “Trust Account”) at a financial institution to be chosen by the Company, maintained by X.X. Xxxxxx Xxxxx Bank, N.A. with American Stock Transfer & Trust Company, LLC acting as trustee, at least one (1) business day prior to the Initial Closing Date (as defined below) or on such earlier time and date as may be mutually agreed by the Purchase and the Company. (b) In the event that the over-allotment option is exercised in full or in part, each Purchaser shall purchase up to an additional 7,500 Warrants (the “Additional Warrants”), in the same proportion as the amount of the over-allotment option that is exercised, and simultaneously with such purchase of Additional Warrants, as payment in full for the Additional Warrants being purchased hereunder, and at least one (1) business day prior to the Over-allotment Closing Date (as defined below), Purchaser shall pay $1.00 per Additional Warrant, up to an aggregate amount of approximately $7,500, by wire transfer of immediately available funds, to the Trust Account. (c) The closing of the purchase and sale of the Warrants shall take place simultaneously with the closing of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”). The closing of the purchase and sale of the Additional Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the over-allotment option or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (such closing date, the “Over-allotment Closing Date” and 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 Warrants and the Additional Warrants shall take place at the offices of Xxxxxx & Xxxxxxx LLP, 000 Xxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx, 00000, or such other place as may be agreed upon by the parties hereto.

Purchase and Sale of the Warrants. (ai) As payment in full for On the 70,000 Warrants being purchased under this Agreementdate of the consummation of the Public Offering or on such earlier date as may be mutually agreed upon by the Purchaser and the Company (the “Initial Closing Date”), each the Company shall issue and sell to the Purchaser, and the Purchaser shall pay purchase from the Company, [●] Warrants at a price of $70,000 1.00 per Warrant for an aggregate purchase price of $[●] (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds, funds to the trust account (the “Trust Account”) at a financial institution to be chosen by the Company, maintained by X.X. Xxxxxx Xxxxx Bank, N.A. with American Stock Transfer & Trust Company, LLC acting as trustee, Company at least one (1) business day prior to the Initial Closing Date (as defined below) or 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 Warrants purchased on such earlier time and date as may be mutually agreed by duly registered in the Purchase and Purchaser’s name to the CompanyPurchaser, or effect such delivery in book-entry form. (bii) In On the event that date of the over-allotment option is exercised in full or in part, each Purchaser shall purchase up to an additional 7,500 Warrants (consummation of the “Additional Warrants”), in the same proportion as the amount closing of the over-allotment option that is exercised, and simultaneously in connection with such purchase of Additional Warrants, as payment in full for the Additional Warrants being purchased hereunder, and at least one (1) business day prior to the Over-allotment Closing Date (as defined below), Purchaser shall pay $1.00 per Additional Warrant, up to an aggregate amount of approximately $7,500, by wire transfer of immediately available funds, to the Trust Account. (c) The closing of the purchase and sale of the Warrants shall take place simultaneously with the closing of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”). The closing of the purchase and sale of the Additional Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the over-allotment option or on each such earlier time and date as may be mutually agreed by the Purchaser and the Company (such closing date, the an “Over-allotment Closing Date,” and and, each Over-allotment Closing Date (if any) together with the Initial Closing Date, being sometimes referred to herein as a “Closing Date,” or the “Closing Dates” ”), the Company shall issue and eachsell to the Purchaser, and the Purchaser shall purchase from the Company, up to [●] Warrants at a price of $1.00 per warrant for an aggregate purchase price of up to $[●] (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date”). The closing , upon the payment by the Purchaser of the purchase and sale Over-allotment Purchase Price by wire transfer of each of immediately available funds to the Company, the Company shall, at its option, deliver a certificate evidencing the Warrants and purchased on such date duly registered in the Additional Warrants shall take place at Purchaser’s name to the offices of Xxxxxx & Xxxxxxx LLP, 000 Xxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx, 00000Purchaser, or effect such other place as may be agreed upon by the parties heretodelivery in book-entry form.

Purchase and Sale of the Warrants. (a) As payment in full for the 70,000 1,575,000 Warrants being purchased under this Agreement, each Purchaser shall pay $70,000 1,575,000 (the “Purchase Price”), by wire transfer of immediately available funds, to the trust account (the “Trust Account”) at a financial institution to be chosen by the Company, maintained by X.X. Xxxxxx Xxxxx Bank, N.A. with American Stock Transfer & Trust Company, LLC acting as trustee, at least one (1) business day prior to the Initial Closing Date (as defined below) or on such earlier time and date as may be mutually agreed by the Purchase and the Company. (b) In the event that the over-allotment option is exercised in full or in part, each Purchaser shall purchase up to an additional 7,500 168,750 Warrants (the “Additional Warrants”), in the same proportion as the amount of the over-allotment option that is exercised, and simultaneously with such purchase of Additional Warrants, as payment in full for the Additional Warrants being purchased hereunder, and at least one (1) business day prior to the Over-allotment Closing Date (as defined below), Purchaser shall pay $1.00 per Additional Warrant, up to an aggregate amount of approximately $7,500168,750, by wire transfer of immediately available funds, to the Trust Account. (c) The closing of the purchase and sale of the Warrants shall take place simultaneously with the closing of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”). The closing of the purchase and sale of the Additional Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the over-allotment option or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (such closing date, the “Over-allotment Closing Date” and 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 Warrants and the Additional Warrants shall take place at the offices of Xxxxxx & Xxxxxxx LLP, 000 Xxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx, 00000, or such other place as may be agreed upon by the parties hereto.

Purchase and Sale of the Warrants. (ai) As payment in full for the 70,000 8,666,667 Warrants being purchased under this Agreement, each the Purchaser shall pay $70,000 13,000,000 (the “Purchase Price”), by wire transfer of immediately available funds, to the trust account (the “Trust Account”) at a financial institution to be chosen by funds in accordance with the Company, maintained by X.X. Xxxxxx Xxxxx Bank, N.A. with American Stock Transfer & Trust Company, LLC acting as trustee’s wiring instructions, at least one (1) business day prior to the Initial Closing Date (as defined below) effective date of the Registration Statement, or on such earlier time and other date as may be mutually agreed by the Purchase Company and the CompanyPurchaser may agree. (bii) In the event that the underwriters’ over-allotment option is exercised in full or in partfull, each the Purchaser shall purchase up to an additional 7,500 1,050,000 Warrants (the “Additional Warrants”), in the same proportion as the amount of the over-allotment option that is exercised, and simultaneously with such purchase of Additional Warrants, as payment in full for the Additional Warrants being purchased hereunder, and at least one (1) business day prior to the Overclosing of all or any portion of the over-allotment Closing Date (option, or on such other date as defined below)the Company and the Purchaser may agree, the Purchaser shall pay $1.00 1.50 per Additional Warrant, up to an aggregate amount of approximately $7,5001,575,000, by wire transfer of immediately available funds, to funds in accordance with the Trust AccountCompany’s wiring instructions. (ciii) The closing of the purchase and sale of the Warrants shall take place simultaneously with the closing of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”). The closing of the purchase and sale of the Additional Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the over-allotment option or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (such closing date, the “Over-allotment Closing Date” and 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 Warrants and the Additional Warrants shall take place at the offices of Xxxxxx Ellenoff Xxxxxxxx & Xxxxxxx Schole LLP, 000 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx, 00000, or such other place as may be agreed upon by the parties hereto.

Purchase and Sale of the Warrants. (ai) As payment in full for the 70,000 3,500,000 Warrants being purchased under this Agreement, each the Purchaser shall pay $70,000 1.50 per Warrant for an aggregate amount of $5,250,000 (the “Purchase Price”), by wire transfer of immediately available funds, to the trust account (the “Trust Account”) at a financial institution to be chosen by funds in accordance with the Company, maintained by X.X. Xxxxxx Xxxxx Bank, N.A. with American Stock Transfer & Trust Company, LLC acting as trustee’s wiring instructions, at least one (1) business day prior to the Initial Closing Date (as defined below) closing of the Public Offering, or on such earlier time and other date as may be mutually agreed by the Purchase Company and the CompanyPurchaser may agree. (bii) In the event that the underwriters’ over-allotment option is exercised in full or in partfull, each the Purchaser shall purchase up to an additional 7,500 300,000 Warrants (the “Additional Warrants”), in the same proportion as the amount of the over-allotment option that is exercised, and simultaneously with such purchase of Additional Warrants, as payment in full for the Additional Warrants being purchased hereunder, and at least one (1) business day prior to the Overclosing of all or any portion of the over-allotment Closing Date (option, or on such other date as defined below)the Company and the Purchaser may agree, the Purchaser shall pay $1.00 1.50 per Additional Warrant, up to an aggregate amount of approximately $7,500450,000, by wire transfer of immediately available funds, to funds in accordance with the Trust AccountCompany’s wiring instructions. (ciii) The closing of the purchase and sale of the Warrants shall take place simultaneously with the closing of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”). The closing of the purchase and sale of the Additional Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the over-allotment option or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (such closing date, the “Over-allotment Closing Date” and 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 Warrants and the Additional Warrants shall take place at the offices of Xxxxxx Xxxxx Xxxx & Xxxxxxx Xxxxxxxx LLP, 000 Xxxx Xxxxxxxxx Xxxxxx, Xxxxx 0000Xxx Xxxx, Xxxxxxx, Xxxxx, Xxx Xxxx 00000, or such other place as may be agreed upon by the parties hereto.

Purchase and Sale of the Warrants. (ai) As payment in full for the 70,000 4,833,333 Warrants being purchased under this Agreement, each the Purchaser shall pay $70,000 7,250,000 (the “Purchase Price”), by wire transfer of immediately available funds, to the trust account (the “Trust Account”) at a financial institution to be chosen by funds in accordance with the Company, maintained by X.X. Xxxxxx Xxxxx Bank, N.A. with American Stock Transfer & Trust Company, LLC acting as trustee’s wiring instructions, at least one (1) business day prior to the Initial Closing Date (as defined below) effective date of the Registration Statement, or on such earlier time and other date as may be mutually agreed by the Purchase Company and the CompanyPurchaser may agree. (bii) In the event that the underwriters’ over-allotment option is exercised in full or in partfull, each the Purchaser shall purchase up to an additional 7,500 500,000 Warrants (the “Additional Warrants”), in the same proportion as the amount of the over-allotment option that is exercised, and simultaneously with such purchase of Additional Warrants, as payment in full for the Additional Warrants being purchased hereunder, and at least one (1) business day prior to the Overclosing of all or any portion of the over-allotment Closing Date (option, or on such other date as defined below)the Company and the Purchaser may agree, the Purchaser shall pay $1.00 1.50 per Additional Warrant, up to an aggregate amount of approximately $7,500750,000, by wire transfer of immediately available funds, to funds in accordance with the Trust AccountCompany’s wiring instructions. (ciii) The closing of the purchase and sale of the Warrants shall take place simultaneously with the closing of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”). The closing of the purchase and sale of the Additional Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the over-allotment option or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (such closing date, the “Over-allotment Closing Date” and 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 Warrants and the Additional Warrants shall take place at the offices of Xxxxxx Ellenoff Xxxxxxxx & Xxxxxxx Schole LLP, 000 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx, 00000, or such other place as may be agreed upon by the parties hereto.

Purchase and Sale of the Warrants. (ai) As payment in full for the 70,000 5,666,667 Warrants being purchased under this Agreement, each the Purchaser shall pay $70,000 8,500,000 (the “Purchase Price”), by wire transfer of immediately available funds, in the following amounts: (i) $2,500,000 to the Company at the financial institution chosen by the Company and (ii) $6,000,000 to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”) at a financial institution to be chosen by ), in each case, in accordance with the Company, maintained by X.X. Xxxxxx Xxxxx Bank, N.A. with American Stock Transfer & Trust Company, LLC acting as trustee’s wiring instructions, at least one (1) business day prior to the closing date of the Public Offering (the “Initial Closing Date (as defined below) Date”), or on such earlier time and date as may be mutually agreed by the Purchase Company and the CompanyPurchaser may agree. (bii) In Depending on the event that extent of the underwriters’ over-allotment option is exercised in full or in partexercised, each the Purchaser shall purchase up to an additional 7,500 600,000 Warrants (the “Additional Warrants”), in the same proportion as the amount of the over-allotment option that is exercised, and simultaneously . Simultaneously with such purchase of Additional Warrants, as payment in full for the Additional Warrants being purchased hereunder, and at least one (1) business day prior to the Overclosing of all or any portion of the over-allotment Closing Date (option, or on such earlier date as defined below)the Company and the Purchaser may agree, the Purchaser shall pay $1.00 1.50 per Additional WarrantWarrant so purchased, up to an aggregate amount of approximately $7,500900,000, by wire transfer of immediately available funds, funds to the Trust AccountAccount in accordance with the Company’s wiring instructions. (ciii) The closing of the purchase and sale of the Warrants shall take place simultaneously with the closing of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”). The closing of the purchase and sale of the Additional Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the over-allotment option or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (such closing date, the “Over-allotment Closing Date” and 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 Warrants and the Additional Warrants shall take place at the offices of Xxxxxx Ellenoff Xxxxxxxx & Xxxxxxx Schole LLP, 000 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx, 00000, or such other place as may be agreed upon by the parties hereto.

Purchase and Sale of the Warrants. (ai) As payment in full for the 70,000 3,800,000 Warrants being purchased under this Agreement, each the Purchaser shall pay $70,000 3,800,000 (the “Purchase Price”), by wire transfer of immediately available funds, to the trust account (the “Trust Account”) at a financial institution to be chosen by funds in accordance with the Company, maintained by X.X. Xxxxxx Xxxxx Bank, N.A. with American Stock Transfer & Trust Company, LLC acting as trustee’s wiring instructions, at least one (1) business day prior to the Initial Closing Date (as defined below) effective date of the Registration Statement, or on such earlier time and other date as may be mutually agreed by the Purchase Company and the CompanyPurchaser may agree. (bii) In the event that the underwriters’ over-allotment option is exercised in full or in partfull, each the Purchaser shall purchase up to an additional 7,500 345,000 Warrants (the “Additional Warrants”), in the same proportion as the amount of the over-allotment option that is exercised, and simultaneously with such purchase of Additional Warrants, as payment in full for the Additional Warrants being purchased hereunder, and at least one (1) business day prior to the Overclosing of all or any portion of the over-allotment Closing Date (option, or on such other date as defined below)the Company and the Purchaser may agree, the Purchaser shall pay $1.00 per Additional Warrant, up to an aggregate amount of approximately $7,500345,000, by wire transfer of immediately available funds, to funds in accordance with the Trust AccountCompany’s wiring instructions. (ciii) The closing of the purchase and sale of the Warrants shall take place simultaneously with the closing of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”). The closing of the purchase and sale of the Additional Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the over-allotment option or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (such closing date, the “Over-allotment Closing Date” and 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 Warrants and the Additional Warrants shall take place at the offices of Xxxxxx Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxx Xxxxxxxx LLP, 000 Xxxx Xxxxxx0000 Xxxxxx xx xxx Xxxxxxxx, Xxxxx 0000Xxx Xxxx, Xxxxxxx, XxxxxXxx Xxxx, 00000, or such other place as may be agreed upon by the parties hereto.

Purchase and Sale of the Warrants. (ai) As payment in full for the 70,000 4,166,667 Warrants being purchased under this Agreement, each the Purchaser shall pay $70,000 6,250,000 (the “Purchase Price”), by wire transfer of immediately available funds, to the trust account (the “Trust Account”) at a financial institution to be chosen by funds in accordance with the Company, maintained by X.X. Xxxxxx Xxxxx Bank, N.A. with American Stock Transfer & Trust Company, LLC acting as trustee’s wiring instructions, at least one (1) business day prior to the Initial Closing Date (as defined below) effective date of the Registration Statement, or on such earlier time and other date as may be mutually agreed by the Purchase Company and the CompanyPurchaser may agree. (bii) In the event that the underwriters’ over-allotment option is exercised in full or in partfull, each the Purchaser shall purchase up to an additional 7,500 400,000 Warrants (the “Additional Warrants”), in the same proportion as the amount of the over-allotment option that is exercised, and simultaneously with such purchase of Additional Warrants, as payment in full for the Additional Warrants being purchased hereunder, and at least one (1) business day prior to the Overclosing of all or any portion of the over-allotment Closing Date (option, or on such other date as defined below)the Company and the Purchaser may agree, the Purchaser shall pay $1.00 1.50 per Additional Warrant, up to an aggregate amount of approximately $7,500600,000, by wire transfer of immediately available funds, to funds in accordance with the Trust AccountCompany’s wiring instructions. (ciii) The closing of the purchase and sale of the Warrants shall take place simultaneously with the closing of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”). The closing of the purchase and sale of the Additional Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the over-allotment option or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (such closing date, the “Over-allotment Closing Date” and 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 Warrants and the Additional Warrants shall take place at the offices of Xxxxxx Ellenoff Xxxxxxxx & Xxxxxxx Schole LLP, 000 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx, 00000, or such other place as may be agreed upon by the parties hereto.

Purchase and Sale of the Warrants. (ai) As payment in full for the 70,000 25,000,000 Warrants being purchased under this Agreement, each the Purchaser shall pay $70,000 25,000,000 (the “Purchase Price”), by wire transfer of immediately available funds, to the trust account (the “Trust Account”) at a financial institution to be chosen by funds in accordance with the Company, maintained by X.X. Xxxxxx Xxxxx Bank, N.A. with American Stock Transfer & Trust Company, LLC acting as trustee’s wiring instructions, at least one (1) business day prior to the Initial Closing Date (as defined below) effective date of the Registration Statement, or on such earlier time and other date as may be mutually agreed by the Purchase Company and the CompanyPurchaser may agree. (bii) In the event that the underwriters’ over-allotment option is exercised in full or in partfull, each the Purchaser shall purchase up to an additional 7,500 3,000,000 Warrants (the “Additional Warrants”), in the same proportion as the amount of the over-allotment option that is exercised, and simultaneously with such purchase of Additional Warrants, as payment in full for the Additional Warrants being purchased hereunder, and at least one (1) business day prior to the Overclosing of all or any portion of the over-allotment Closing Date (option, or on such other date as defined below)the Company and the Purchaser may agree, the Purchaser shall pay $1.00 per Additional Warrant, up to an aggregate amount of approximately $7,5003,000,000, by wire transfer of immediately available funds, to funds in accordance with the Trust AccountCompany’s wiring instructions. (ciii) The closing of the purchase and sale of the Warrants shall take place simultaneously with the closing of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”). The closing of the purchase and sale of the Additional Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the over-allotment option or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (such closing date, the “Over-allotment Closing Date” and 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 Warrants and the Additional Warrants shall take place at the offices of Xxxxxx Weil, Gotshal & Xxxxxxx Mxxxxx LLP, 000 Xxxx 700 Xxxxx Xxxxxx, Xxxxx 0000Xxx Xxxx, Xxxxxxx, XxxxxXxx Xxxx, 00000, or such other place as may be agreed upon by the parties hereto.

Purchase and Sale of the Warrants. (ai) As payment in full for the 70,000 5,000,000 Warrants being purchased under this Agreement, each the Purchaser shall pay $70,000 1.50 per Warrant for an aggregate amount of $7,500,000 (the “Purchase Price”), by wire transfer of immediately available funds, to the trust account (the “Trust Account”) at a financial institution to be chosen by funds in accordance with the Company, maintained by X.X. Xxxxxx Xxxxx Bank, N.A. with American Stock Transfer & Trust Company, LLC acting as trustee’s wiring instructions, at least one (1) business day prior to the Initial Closing Date (as defined below) closing of the Public Offering, or on such earlier time and other date as may be mutually agreed by the Purchase Company and the CompanyPurchaser may agree. (bii) In the event that the underwriters’ over-allotment option is exercised in full or in partfull, each the Purchaser shall purchase up to an additional 7,500 500,000 Warrants (the “Additional Warrants”), in the same proportion as the amount of the over-allotment option that is exercised, and simultaneously with such purchase of Additional Warrants, as payment in full for the Additional Warrants being purchased hereunder, and at least one (1) business day prior to the Overclosing of all or any portion of the over-allotment Closing Date (option, or on such other date as defined below)the Company and the Purchaser may agree, the Purchaser shall pay $1.00 1.50 per Additional Warrant, up to an aggregate amount of approximately $7,500750,000, by wire transfer of immediately available funds, to funds in accordance with the Trust AccountCompany’s wiring instructions. (ciii) The closing of the purchase and sale of the Warrants shall take place simultaneously with the closing of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”). The closing of the purchase and sale of the Additional Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the over-allotment option or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (such closing date, the “Over-allotment Closing Date” and 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 Warrants and the Additional Warrants shall take place at the offices of Xxxxxx Dxxxx Xxxx & Xxxxxxx Wxxxxxxx LLP, 000 Xxxx 400 Xxxxxxxxx Xxxxxx, Xxxxx 0000Xxx Xxxx, Xxxxxxx, Xxxxx, Xxx Xxxx 00000, or such other place as may be agreed upon by the parties hereto.

Purchase and Sale of the Warrants. (a) As payment in full for the 70,000 3,500,000 Warrants being purchased under this Agreement, each Purchaser shall pay $70,000 3,500,000 (the “Purchase Price”), by wire transfer of immediately available funds, to the trust account (the “Trust Account”) at a financial institution to be chosen by the Company, maintained by X.X. Xxxxxx Xxxxx Bank, N.A. with American Stock Transfer & Trust Company, LLC acting as trustee, at least one (1) business day prior to the Initial Closing Date (as defined below) or on such earlier time and date as may be mutually agreed by the Purchase and the Company. (b) In the event that the over-allotment option is exercised in full or in part, each Purchaser shall purchase up to an additional 7,500 375,000 Warrants (the “Additional Warrants”), in the same proportion as the amount of the over-allotment option that is exercised, and simultaneously with such purchase of Additional Warrants, as payment in full for the Additional Warrants being purchased hereunder, and at least one (1) business day prior to the Over-allotment Closing Date (as defined below), Purchaser shall pay $1.00 per Additional Warrant, up to an aggregate amount of approximately $7,500375,000, by wire transfer of immediately available funds, to the Trust Account. (c) The closing of the purchase and sale of the Warrants shall take place simultaneously with the closing of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”). The closing of the purchase and sale of the Additional Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the over-allotment option or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (such closing date, the “Over-allotment Closing Date” and 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 Warrants and the Additional Warrants shall take place at the offices of Xxxxxx & Xxxxxxx LLP, 000 Xxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx, 00000, or such other place as may be agreed upon by the parties hereto.

Purchase and Sale of the Warrants. (ai) As payment in full for On the 70,000 Warrants being purchased under this Agreementdate of the consummation of the Public Offering or on such earlier date as may be mutually agreed upon by the Purchaser and the Company (the “Initial Closing Date”), each the Company shall issue and sell to the Purchaser, and the Purchaser shall pay purchase from the Company, 9,000,000 Warrants at a price of $70,000 1.00 per Warrant for an aggregate purchase price of $9,000,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds, funds to the trust account (the “Trust Account”) at a financial institution to be chosen by the Company, maintained by X.X. Xxxxxx Xxxxx Bank, N.A. with American Stock Transfer & Trust Company, LLC acting as trustee, Company at least one (1) business day prior to the Initial Closing Date (as defined below) or 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 Warrants purchased on such earlier time and date as may be mutually agreed by duly registered in the Purchase and Purchaser’s name to the CompanyPurchaser, or effect such delivery in book-entry form. (bii) In On the event that date of the over-allotment option is exercised in full or in part, each Purchaser shall purchase up to an additional 7,500 Warrants (consummation of the “Additional Warrants”), in the same proportion as the amount closing of the over-allotment option that is exercised, and simultaneously in connection with such purchase of Additional Warrants, as payment in full for the Additional Warrants being purchased hereunder, and at least one (1) business day prior to the Over-allotment Closing Date (as defined below), Purchaser shall pay $1.00 per Additional Warrant, up to an aggregate amount of approximately $7,500, by wire transfer of immediately available funds, to the Trust Account. (c) The closing of the purchase and sale of the Warrants shall take place simultaneously with the closing of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”). The closing of the purchase and sale of the Additional Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the over-allotment option or on each such earlier time and date as may be mutually agreed by the Purchaser and the Company (such closing date, the an “Over-allotment Closing Date,” and and, each Over-allotment Closing Date (if any) together with the Initial Closing Date, being sometimes referred to herein as a “Closing Date,” or the “Closing Dates” ”), the Company shall issue and eachsell to the Purchaser, and the Purchaser shall purchase from the Company, up to 900,000 Warrants at a price of $1.00 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 “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date”). The closing , upon the payment by the Purchaser of the purchase and sale Over-allotment Purchase Price by wire transfer of each of immediately available funds to the Company, the Company shall, at its option, deliver a certificate evidencing the Warrants and purchased on such date duly registered in the Additional Warrants shall take place at Purchaser’s name to the offices of Xxxxxx & Xxxxxxx LLP, 000 Xxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx, 00000Purchaser, or effect such other place as may be agreed upon by the parties heretodelivery in book-entry form.

Purchase and Sale of the Warrants. (ai) As payment in full for the 70,000 5,333,333 Warrants being purchased under this Agreement, each the Purchaser shall pay $70,000 8,000,000 (the “Purchase Price”), by wire transfer of immediately available funds, to the trust account (the “Trust Account”) at a financial institution to be chosen by funds in accordance with the Company, maintained by X.X. Xxxxxx Xxxxx Bank, N.A. with American Stock Transfer & Trust Company, LLC acting as trustee’s wiring instructions, at least one (1) business day prior to the Initial Closing Date (as defined below) effective date of the Registration Statement, or on such earlier time and other date as may be mutually agreed by the Purchase Company and the CompanyPurchaser may agree. (bii) In the event that the underwriters’ over-allotment option is exercised in full or in partfull, each the Purchaser shall purchase up to an additional 7,500 600,000 Warrants (the “Additional Warrants”), in the same proportion as the amount of the over-allotment option that is exercised, and simultaneously with such purchase of Additional Warrants, as payment in full for the Additional Warrants being purchased hereunder, and at least one (1) business day prior to the Overclosing of all or any portion of the over-allotment Closing Date (option, or on such other date as defined below)the Company and the Purchaser may agree, the Purchaser shall pay $1.00 1.50 per Additional Warrant, up to an aggregate amount of approximately $7,500900,000, by wire transfer of immediately available funds, to funds in accordance with the Trust AccountCompany’s wiring instructions. (ciii) The closing of the purchase and sale of the Warrants shall take place simultaneously with the closing of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”). The closing of the purchase and sale of the Additional Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the over-allotment option or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (such closing date, the “Over-allotment Closing Date” and 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 Warrants and the Additional Warrants shall take place at the offices of Xxxxxx Ellenoff Xxxxxxxx & Xxxxxxx Schole LLP, 000 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx, 00000, or such other place as may be agreed upon by the parties hereto.

Purchase and Sale of the Warrants. (ai) As payment in full for the 70,000 4,000,000 Warrants being purchased under this Agreement, each the Purchaser shall pay $70,000 6,000,000 (the “Purchase Price”), by wire transfer of immediately available funds, to the trust account (the “Trust Account”) at a financial institution to be chosen by funds in accordance with the Company, maintained by X.X. Xxxxxx Xxxxx Bank, N.A. with American Stock Transfer & Trust Company, LLC acting as trustee’s wiring instructions, at least one (1) business day prior to the Initial Closing Date (as defined below) effective date of the Registration Statement, or on such earlier time and other date as may be mutually agreed by the Purchase Company and the CompanyPurchaser may agree. (bii) In the event that the underwriters’ over-allotment option is exercised in full or in partfull, each the Purchaser shall purchase up to an additional 7,500 400,000 Warrants (the “Additional Warrants”), in the same proportion as the amount of the over-allotment option that is exercised, and simultaneously with such purchase of Additional Warrants, as payment in full for the Additional Warrants being purchased hereunder, and at least one (1) business day prior to the Overclosing of all or any portion of the over-allotment Closing Date (option, or on such other date as defined below)the Company and the Purchaser may agree, the Purchaser shall pay $1.00 1.50 per Additional Warrant, up to an aggregate amount of approximately $7,500600,000, by wire transfer of immediately available funds, to funds in accordance with the Trust AccountCompany’s wiring instructions. (ciii) The closing of the purchase and sale of the Warrants shall take place simultaneously with the closing of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”). The closing of the purchase and sale of the Additional Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the over-allotment option or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (such closing date, the “Over-allotment Closing Date” and 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 Warrants and the Additional Warrants shall take place at the offices of Xxxxxx & Xxxxxxx LLP, 000 Xxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx, 00000, or such other place as may be agreed upon by the parties hereto.

Purchase and Sale of the Warrants. (ai) As payment in full for the 70,000 7,000,000 Warrants being purchased under this Agreement, each the Purchaser shall pay $70,000 7,000,000 (the “Purchase Price”), by wire transfer of immediately available funds, to the trust account (the “Trust Account”) at a financial institution to be chosen by funds in accordance with the Company, maintained by X.X. Xxxxxx Xxxxx Bank, N.A. with American Stock Transfer & Trust Company, LLC acting as trustee’s wiring instructions, at least one (1) business day prior to the Initial Closing Date (as defined below) effective date of the Registration Statement, or on such earlier time and other date as may be mutually agreed by the Purchase Company and the CompanyPurchaser may agree. (bii) In the event that the underwriters’ over-allotment option is exercised in full or in partfull, each the Purchaser shall purchase up to an additional 7,500 750,000 Warrants (the “Additional Warrants”), in the same proportion as the amount of the over-allotment option that is exercised, and simultaneously with such purchase of Additional Warrants, as payment in full for the Additional Warrants being purchased hereunder, and at least one (1) business day prior to the Overclosing of all or any portion of the over-allotment Closing Date (option, or on such other date as defined below)the Company and the Purchaser may agree, the Purchaser shall pay $1.00 per Additional Warrant, up to an aggregate amount of approximately $7,500750,000, by wire transfer of immediately available funds, to funds in accordance with the Trust AccountCompany’s wiring instructions. (ciii) The closing of the purchase and sale of the Warrants shall take place simultaneously with the closing of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”). The closing of the purchase and sale of the Additional Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the over-allotment option or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (such closing date, the “Over-allotment Closing Date” and 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 Warrants and the Additional Warrants shall take place at the offices of Xxxxxx Pxxx, Weiss, Rifkind, Wxxxxxx & Xxxxxxx Gxxxxxxx LLP, 000 Xxxx Xxxxxx1000 Xxxxxx xx xxx Xxxxxxxx, Xxxxx 0000Xxx Xxxx, Xxxxxxx, XxxxxXxx Xxxx, 00000, or such other place as may be agreed upon by the parties hereto.

Purchase and Sale of the Warrants. (ai) As payment in full for the 70,000 21,250,000 Warrants being purchased under this Agreement, each the Purchaser shall pay $70,000 21,250,000 (the “Purchase Price”), by wire transfer of immediately available funds, to the trust account (the “Trust Account”) at a financial institution to be chosen by funds in accordance with the Company, maintained by X.X. Xxxxxx Xxxxx Bank, N.A. with American Stock Transfer & Trust Company, LLC acting as trustee’s wiring instructions, at least one (1) business day prior to the Initial Closing Date (as defined below) effective date of the Registration Statement, or on such earlier time and other date as may be mutually agreed by the Purchase Company and the CompanyPurchaser may agree. (bii) In the event that the underwriters’ over-allotment option is exercised in full or in partfull, each the Purchaser shall purchase up to an additional 7,500 3,000,000 Warrants (the “Additional Warrants”), in the same proportion as the amount of the over-allotment option that is exercised, and simultaneously with such purchase of Additional Warrants, as payment in full for the Additional Warrants being purchased hereunder, and at least one (1) business day prior to the Overclosing of all or any portion of the over-allotment Closing Date (option, or on such other date as defined below)the Company and the Purchaser may agree, the Purchaser shall pay $1.00 per Additional Warrant, up to an aggregate amount of approximately $7,5003,000,000, by wire transfer of immediately available funds, to funds in accordance with the Trust AccountCompany’s wiring instructions. (ciii) The closing of the purchase and sale of the Warrants shall take place simultaneously with the closing of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”). The closing of the purchase and sale of the Additional Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the over-allotment option or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (such closing date, the “Over-allotment Closing Date” and 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 Warrants and the Additional Warrants shall take place at the offices of Xxxxxx Pxxx, Weiss, Rifkind, Wxxxxxx & Xxxxxxx Gxxxxxxx LLP, 000 Xxxx Xxxxxx1000 Xxxxxx xx xxx Xxxxxxxx, Xxxxx 0000Xxx Xxxx, Xxxxxxx, XxxxxXxx Xxxx, 00000, or such other place as may be agreed upon by the parties hereto.

Purchase and Sale of the Warrants. (a) As payment in full for the 70,000 7,850,000 Warrants being purchased under this Agreement, each Purchaser shall pay $70,000 7,850,000 (the “Purchase Price”), by wire transfer of immediately available funds, to the trust account (the “Trust Account”) at a financial institution to be chosen by the Company, maintained by X.X. J.X. Xxxxxx Xxxxx Cxxxx Bank, N.A. with American Continental Stock Transfer & Trust Company, LLC Company acting as trustee, at least one (1) business day prior to the Initial Closing Date (as defined below) or on such earlier time and date as may be mutually agreed by the Purchase Purchaser and the Company. (b) In the event that the over-allotment option is exercised in full or in part, each the Purchaser shall purchase up to an additional 7,500 787,500 Warrants (the “Additional Warrants”), in the same proportion as the amount of the over-allotment option that is exercised, and simultaneously with such purchase of Additional Warrants, as payment in full for the Additional Warrants being purchased hereunder, and at least one (1) business day prior to the Over-allotment Closing Date (as defined below), Purchaser shall pay $1.00 per Additional Warrant, up to an aggregate amount of approximately $7,500787,500, by wire transfer of immediately available funds, to the Trust Account. (c) The closing of the purchase and sale of the Warrants shall take place simultaneously with the closing of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”). The closing of the purchase and sale of the Additional Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the over-allotment option or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (such closing date, the “Over-allotment Closing Date” and 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 Warrants and the Additional Warrants shall take place at the offices of Xxxxxx & Xxxxxxx Sidley Austin LLP, 000 Xxxx Xxxxxx1000 Xxxxxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx, 00000, or such other place as may be agreed upon by the parties hereto.

Purchase and Sale of the Warrants. (a) As payment in full for the 70,000 Warrants being purchased under this Agreement, each Purchaser shall pay $70,000 (the “Purchase Price”), by wire transfer of immediately available funds, to the trust account (the “Trust Account”) at a financial institution to be chosen by the Company, maintained by X.X. Xxxxxx Xxxxx Bank, N.A. with American Stock Transfer & Trust Company, LLC acting as trustee, at least one (1) business day prior to the Initial Closing Date (as defined below) or on such earlier time and date as may be mutually agreed by the Purchase and the Company. (b) In the event that the over-allotment option is exercised in full or in part, each Purchaser shall purchase up to an additional 7,500 Warrants (the “Additional Warrants”), in the same proportion as the amount of the over-allotment option that is exercised, and simultaneously with such purchase of Additional Warrants, as payment in full for the Additional Warrants being purchased hereunder, and at least one (1) business day prior to the Over-allotment Closing Date (as defined below), Purchaser shall pay $1.00 per Additional Warrant, up to an aggregate amount of approximately $7,500, by wire transfer of immediately available funds, to the Trust Account. (c) The closing of the purchase and sale of the Warrants shall take place simultaneously Simultaneously with the closing 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, 6,150,000 Warrants at a price of $1.00 per warrant for an aggregate purchase price of $6,150,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions. The closing On or promptly after the Initial Closing Date, subject to the payment by the Purchaser of the purchase and sale Purchase Price on the Initial Closing Date by wire transfer of immediately available funds to the Additional WarrantsCompany, if applicablethe Company, at its option, shall take place simultaneously deliver a certificate evidencing the Warrants purchased on the Initial Closing Date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. Simultaneously with the consummation of each closing of all or any portion 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 closing date, the an “Over-allotment Closing Date,” and together with each Over-allotment Closing Date (if any) and the Initial Closing Date, the “Closing Dates” and each, 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 867,290 Warrants at a price of $1.00 per warrant for an aggregate purchase price of up to $867,290 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions. The closing On or promptly after the Over-allotment Closing Date, subject to the payment by the Purchaser of the purchase and sale Over-allotment Purchase Price on the Over-allotment Closing Date by wire transfer of each of immediately available funds to the Company, the Company shall, at its option, deliver a certificate evidencing the Warrants and purchased on such date duly registered in the Additional Warrants shall take place at Purchaser’s name to the offices of Xxxxxx & Xxxxxxx LLP, 000 Xxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx, 00000Purchaser, or effect such other place as may be agreed upon by the parties heretodelivery in book-entry form.

Purchase and Sale of the Warrants. (ai) As payment in full for On the 70,000 Warrants being purchased under this Agreementdate of the consummation of the Public Offering or on such earlier date as may be mutually agreed upon by the Purchaser and the Company (the “Initial Closing Date”), each the Company shall issue and sell to the Purchaser, and the Purchaser shall pay purchase from the Company, 9,560,000 Warrants at a price of $70,000 1.00 per Warrant for an aggregate purchase price of $9,560,000 (the “Purchase Price”). At least one business day prior to the Initial Closing Date, the Purchaser shall pay the Purchase Price, by wire transfer of immediately available fundsfunds in accordance with the Company’s instruction, to the a trust account (the “Trust Account”) at a financial institution to be chosen designated by the CompanyCompany at Bank of America, N.A., which Trust Account is maintained by X.X. Xxxxxx Xxxxx Bank, N.A. with American Continental Stock Transfer & Trust Company, LLC acting as trustee. On the Initial Closing Date, subject to immediately available funds in the amount of the Purchase Price having been deposited into the Trust Account by the Purchaser at least one (1) business day prior to the Initial Closing Date (as defined below) or Date, the Company, at its option, shall deliver a certificate evidencing the Warrants purchased on such earlier time and date as may be mutually agreed by duly registered in the Purchase and Purchaser’s name to the CompanyPurchaser, or effect such delivery in book-entry form. (bii) In On the event that date of the over-allotment option is exercised in full or in partconsummation of each closing, each Purchaser shall purchase up to an additional 7,500 Warrants (the “Additional Warrants”)if any, in the same proportion as the amount of the over-allotment option that is exercised, and simultaneously in connection with such purchase of Additional Warrants, as payment in full for the Additional Warrants being purchased hereunder, and at least one (1) business day prior to the Over-allotment Closing Date (as defined below), Purchaser shall pay $1.00 per Additional Warrant, up to an aggregate amount of approximately $7,500, by wire transfer of immediately available funds, to the Trust Account. (c) The closing of the purchase and sale of the Warrants shall take place simultaneously with the closing of 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) together with the “Initial Closing Date, being sometimes referred to herein as a “Closing Date,” or the “Closing Dates”). The closing of , the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase and sale of from the Additional WarrantsCompany, 1,050,000 additional Warrants (or, if applicablethe over-allotment option is not being exercised in full on such Over-overallotment Closing Date, shall take place simultaneously with a lesser number of Warrants in proportion to the closing of all or any portion of the over-allotment option or on such earlier time and date as may be mutually agreed by that is then being exercised) at a price of $1.00 per Warrant for an aggregate purchase price of up to $1,050,000 (if the over-allotment option in connection with the Public Offering is exercised in full). At least one business day prior to each Over-overallotment Closing Date, the Purchaser and shall pay the Company purchase price (such closing datewith respect to any Over-allotment Closing Date, the “Over-allotment Purchase Price”) for the Warrants being purchased on such Over-allotment Closing Date (such Over-allotment Purchase Price being equal to the number of Warrants to be purchased on such date multiplied by $1.00 per Warrant) by wire transfer of immediately available funds to the Trust Account in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date” and together with , subject to immediately available funds in the Initial amount of the Over-allotment Purchase Price having been deposited into the Trust Account by the Purchaser at least one business day prior to the applicable Over-allotment Closing Date, the “Closing Dates” and eachCompany shall, at its option, deliver a “Closing Date”). The closing of the purchase and sale of each of certificate evidencing the Warrants and purchased on such date duly registered in the Additional Warrants shall take place at Purchaser’s name to the offices of Xxxxxx & Xxxxxxx LLP, 000 Xxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx, 00000Purchaser, or effect such other place as may be agreed upon by the parties heretodelivery in book-entry form.

Purchase and Sale of the Warrants. (a) As payment in full for the 70,000 6,100,000 Warrants being purchased under this Agreement, each Purchaser shall pay $70,000 6,100,000 (the “Purchase Price”), by wire transfer of immediately available funds, to the trust account (the “Trust Account”) at a financial institution to be chosen by the Company, maintained by X.X. Xxxxxx Xxxxx Bank, N.A. with American Continental Stock Transfer & Trust Company, LLC Company acting as trustee, at least one (1) business day prior to the Initial Closing Date (as defined below) or on such earlier time and date as may be mutually agreed by the Purchase Purchaser and the Company. (b) In the event that the over-allotment option is exercised in full or in part, each the Purchaser shall purchase up to an additional 7,500 525,000 Warrants (the “Additional Warrants”), in the same proportion as the amount of the over-allotment option that is exercised, and simultaneously with such purchase of Additional Warrants, as payment in full for the Additional Warrants being purchased hereunder, and at least one (1) business day prior to the Over-allotment Closing Date (as defined below), Purchaser shall pay $1.00 per Additional Warrant, up to an aggregate amount of approximately $7,500525,000, by wire transfer of immediately available funds, to the Trust Account. (c) The closing of the purchase and sale of the Warrants shall take place simultaneously with the closing of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”). The closing of the purchase and sale of the Additional Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the over-allotment option or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (such closing date, the “Over-allotment Closing Date” and 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 Warrants and the Additional Warrants shall take place at the offices of Xxxxxx & Xxxxxxx Sidley Austin LLP, 000 Xxxx Xxxxxx0000 Xxxxxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx, 00000, or such other place as may be agreed upon by the parties hereto.

Purchase and Sale of the Warrants. (ai) As payment in full for the 70,000 [●] Warrants being purchased under this Agreement, each the Purchaser shall pay $70,000 [•] (the “Purchase Price”), by wire transfer of immediately available funds, to the trust account (the “Trust Account”) at a financial institution to be chosen by funds in accordance with the Company, maintained by X.X. Xxxxxx Xxxxx Bank, N.A. with American Stock Transfer & Trust Company, LLC acting as trustee’s wiring instructions, at least one (1) business day prior to the Initial Closing Date (as defined below) effective date of the Registration Statement, or on such earlier time and other date as may be mutually agreed by the Purchase Company and the CompanyPurchaser may agree. (bii) In the event that the underwriters’ over-allotment option is exercised in full or in partfull, each the Purchaser shall purchase up to an additional 7,500 [•] Warrants (the “Additional Warrants”), in the same proportion as the amount of the over-allotment option that is exercised, and simultaneously with such purchase of Additional Warrants, as payment in full for the Additional Warrants being purchased hereunder, and at least one (1) business day prior to the Overclosing of all or any portion of the over-allotment Closing Date (option, or on such other date as defined below)the Company and the Purchaser may agree, the Purchaser shall pay $1.00 1.50 per Additional Warrant, up to an aggregate amount of approximately $7,500[●], by wire transfer of immediately available funds, to funds in accordance with the Trust AccountCompany’s wiring instructions. (ciii) The closing of the purchase and sale of the Warrants shall take place simultaneously with the closing of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”). The closing of the purchase and sale of the Additional Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the over-allotment option or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (such closing date, the “Over-allotment Closing Date” and 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 Warrants and the Additional Warrants shall take place at the offices of Xxxxxx Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxx Xxxxxxxx LLP, 000 Xxxx Xxxxxx0000 Xxxxxx xx xxx Xxxxxxxx, Xxxxx 0000Xxx Xxxx, Xxxxxxx, XxxxxXxx Xxxx, 00000, or such other place as may be agreed upon by the parties hereto.

Purchase and Sale of the Warrants. (ai) As payment in full for On the 70,000 Warrants being purchased under this Agreementdate of the consummation of the Public Offering or on such earlier date as may be mutually agreed upon by the Purchaser and the Company (the “Initial Closing Date”), each the Company shall issue and sell to the Purchaser, and the Purchaser shall pay purchase from the Company, 5,050,000 Warrants at a price of $70,000 1.00 per Warrant for an aggregate purchase price of $5,050,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds, funds to the trust account (the “Trust Account”) at a financial institution to be chosen by the Company, maintained by X.X. Xxxxxx Xxxxx Bank, N.A. with American Stock Transfer & Trust Company, LLC acting as trustee, Company at least one (1) business day prior to the Initial Closing Date (as defined below) or 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 Warrants purchased on such earlier time and date as may be mutually agreed by duly registered in the Purchase and Purchaser’s name to the CompanyPurchaser, or effect such delivery in book-entry form. (bii) In On the event that date of the over-allotment option is exercised in full or in part, each Purchaser shall purchase up to an additional 7,500 Warrants (consummation of the “Additional Warrants”), in the same proportion as the amount closing of the over-allotment option that is exercised, and simultaneously in connection with such purchase of Additional Warrants, as payment in full for the Additional Warrants being purchased hereunder, and at least one (1) business day prior to the Over-allotment Closing Date (as defined below), Purchaser shall pay $1.00 per Additional Warrant, up to an aggregate amount of approximately $7,500, by wire transfer of immediately available funds, to the Trust Account. (c) The closing of the purchase and sale of the Warrants shall take place simultaneously with the closing of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”). The closing of the purchase and sale of the Additional Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the over-allotment option or on each such earlier time and date as may be mutually agreed by the Purchaser and the Company (such closing date, the an “Over-allotment Closing Date,” and and, each Over-allotment Closing Date (if any) together with the Initial Closing Date, being sometimes referred to herein as a “Closing Date,” or the “Closing Dates” ”), the Company shall issue and eachsell to the Purchaser, and the Purchaser shall purchase from the Company, up to 675,000 Warrants at a price of $1.00 per warrant for an aggregate purchase price of up to $675,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date”). The closing , upon the payment by the Purchaser of the purchase and sale Over-allotment Purchase Price by wire transfer of each of immediately available funds to the Company, the Company shall, at its option, deliver a certificate evidencing the Warrants and purchased on such date duly registered in the Additional Warrants shall take place at Purchaser’s name to the offices of Xxxxxx & Xxxxxxx LLP, 000 Xxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx, 00000Purchaser, or effect such other place as may be agreed upon by the parties heretodelivery in book-entry form.

Purchase and Sale of the Warrants. (ai) As payment in full for the 70,000 11,000,000 Warrants being purchased under this Agreement, each the Purchaser shall pay $70,000 11,000,000 (the “Purchase Price”), by wire transfer of immediately available funds, to the trust account (the “Trust Account”) at a financial institution to be chosen by funds in accordance with the Company, maintained by X.X. Xxxxxx Xxxxx Bank, N.A. with American Stock Transfer & Trust Company, LLC acting as trustee’s wiring instructions, at least one (1) business day prior to the Initial Closing Date (as defined below) effective date of the Registration Statement, or on such earlier time and other date as may be mutually agreed by the Purchase Company and the CompanyPurchaser may agree. (bii) In the event that the underwriters’ over-allotment option is exercised in full or in partfull, each the Purchaser shall purchase up to an additional 7,500 1,200,000 Warrants (the “Additional Warrants”), in the same proportion as the amount of the over-allotment option that is exercised, and simultaneously with such purchase of Additional Warrants, as payment in full for the Additional Warrants being purchased hereunder, and at least one (1) business day prior to the Overclosing of all or any portion of the over-allotment Closing Date (option, or on such other date as defined below)the Company and the Purchaser may agree, the Purchaser shall pay $1.00 per Additional Warrant, up to an aggregate amount of approximately $7,5001,200,000, by wire transfer of immediately available funds, to funds in accordance with the Trust AccountCompany’s wiring instructions. (ciii) The closing of the purchase and sale of the Warrants shall take place simultaneously with the closing of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”). The closing of the purchase and sale of the Additional Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the over-allotment option or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (such closing date, the “Over-allotment Closing Date” and 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 Warrants and the Additional Warrants shall take place at the offices of Xxxxxx Pxxx, Weiss, Rifkind, Wxxxxxx & Xxxxxxx Gxxxxxxx LLP, 000 Xxxx Xxxxxx1000 Xxxxxx xx xxx Xxxxxxxx, Xxxxx 0000Xxx Xxxx, Xxxxxxx, XxxxxXxx Xxxx, 00000, or such other place as may be agreed upon by the parties hereto.

Purchase and Sale of the Warrants. (ai) As payment in full for the 70,000 3,500,000 Warrants being purchased under this Agreement, each the Purchaser shall pay $70,000 5,250,000 (the “Purchase Price”), by wire transfer of immediately available funds, in the following amounts: (i) $1,750,000 to the Company at the financial institution chosen by the Company and (ii) $3,500,000 to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”) at a financial institution to be chosen by ), in each case, in accordance with the Company, maintained by X.X. Xxxxxx Xxxxx Bank, N.A. with American Stock Transfer & Trust Company, LLC acting as trustee’s wiring instructions, at least one (1) business day prior to the closing date of the Public Offering (the “Initial Closing Date (as defined below) Date”), or on such earlier time and date as may be mutually agreed by the Purchase Company and the CompanyPurchaser may agree. (bii) In Depending on the event that extent of the underwriters’ over-allotment option is exercised in full or in partexercised, each the Purchaser shall purchase up to an additional 7,500 300,000 Warrants (the “Additional Warrants”), in the same proportion as the amount of the over-allotment option that is exercised, and simultaneously . Simultaneously with such purchase of Additional Warrants, as payment in full for the Additional Warrants being purchased hereunder, and at least one (1) business day prior to the Overclosing of all or any portion of the over-allotment Closing Date (option, or on such earlier date as defined below)the Company and the Purchaser may agree, the Purchaser shall pay $1.00 1.50 per Additional WarrantWarrant so purchased, up to an aggregate amount of approximately $7,500450,000, by wire transfer of immediately available funds, funds to the Trust AccountAccount in accordance with the Company’s wiring instructions. (ciii) The closing of the purchase and sale of the Warrants shall take place simultaneously with the closing of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”). The closing of the purchase and sale of the Additional Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the over-allotment option or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (such closing date, the “Over-allotment Closing Date” and 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 Warrants and the Additional Warrants shall take place at the offices of Xxxxxx & Xxxxxxx Pxxx Xxxxxxxx LLP, 000 Xxxx 500 Xxxxx Xxxxxx Xxxxxx, Xxxxxx-Xxxxx 0000Xxxxx, Xxx Xxxxxxx, Xxxxx, Xxxxxxxxxx 00000, or such other place as may be agreed upon by the parties hereto.

Purchase and Sale of the Warrants. (ai) As payment in full for the 70,000 6,000,000 Warrants being purchased under this Agreement, each the Purchaser shall pay $70,000 6,000,000 (the “Purchase Price”), by wire transfer of immediately available funds, to the trust account (the “Trust Account”) at a financial institution to be chosen by funds in accordance with the Company, maintained by X.X. Xxxxxx Xxxxx Bank, N.A. with American Stock Transfer & Trust Company, LLC acting as trustee’s wiring instructions, at least one (1) business day prior to the Initial Closing Date (as defined below) effective date of the Registration Statement, or on such earlier time and other date as may be mutually agreed by the Purchase Company and the CompanyPurchaser may agree. (bii) In the event that the underwriters’ over-allotment option is exercised in full or in partfull, each the Purchaser shall purchase up to an additional 7,500 600,000 Warrants (the “Additional Warrants”), in the same proportion as the amount of the over-allotment option that is exercised, and simultaneously with such purchase of Additional Warrants, as payment in full for the Additional Warrants being purchased hereunder, and at least one (1) business day prior to the Overclosing of all or any portion of the over-allotment Closing Date (option, or on such other date as defined below)the Company and the Purchaser may agree, the Purchaser shall pay $1.00 per Additional Warrant, up to an aggregate amount of approximately $7,500600,000, by wire transfer of immediately available funds, to funds in accordance with the Trust AccountCompany’s wiring instructions. (ciii) The closing of the purchase and sale of the Warrants shall take place simultaneously with the closing of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”). The closing of the purchase and sale of the Additional Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the over-allotment option or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (such closing date, the “Over-allotment Closing Date” and 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 Warrants and the Additional Warrants shall take place at the offices of Xxxxxx Pxxx, Weiss, Rifkind, Wxxxxxx & Xxxxxxx Gxxxxxxx LLP, 000 Xxxx Xxxxxx1000 Xxxxxx xx xxx Xxxxxxxx, Xxxxx 0000Xxx Xxxx, Xxxxxxx, XxxxxXxx Xxxx, 00000, or such other place as may be agreed upon by the parties hereto.

Purchase and Sale of the Warrants. (ai) As payment in full for the 70,000 6,454,500 Warrants being purchased under this Agreement, each the Purchaser shall pay $70,000 6,454,500 (the “Purchase Price”), by wire transfer of immediately available funds, to the trust account (the “Trust Account”) at a financial institution to be chosen by funds in accordance with the Company, maintained by X.X. Xxxxxx Xxxxx Bank, N.A. with American Stock Transfer & Trust Company, LLC acting as trustee’s wiring instructions, at least one (1) business day prior to the Initial Closing Date (as defined below) closing of the Public Offering, or on such earlier time and other date as may be mutually agreed by the Purchase Company and the CompanyPurchaser may agree. (bii) In the event that the underwriters’ over-allotment option is exercised in full or in partfull, each the Purchaser shall purchase up to an additional 7,500 675,000 Warrants (the “Additional Warrants”), in the same proportion as the amount of the over-allotment option that is exercised, and simultaneously with such purchase of Additional Warrants, as payment in full for the Additional Warrants being purchased hereunder, and at least one (1) business day prior to the Overclosing of all or any portion of the over-allotment Closing Date (option, or on such other date as defined below)the Company and the Purchaser may agree, the Purchaser shall pay $1.00 per Additional Warrant, up to an aggregate amount of approximately $7,500675,000, by wire transfer of immediately available funds, to funds in accordance with the Trust AccountCompany’s wiring instructions. (ciii) The closing of the purchase and sale of the Warrants shall take place simultaneously with the closing of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”). The closing of the purchase and sale of the Additional Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the over-allotment option or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (such closing date, the “Over-allotment Closing Date” and 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 Warrants and the Additional Warrants shall take place at the offices of Xxxxxx Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxx Xxxxxxxx LLP, 000 Xxxx Xxxxxx0000 Xxxxxx xx xxx Xxxxxxxx, Xxxxx 0000Xxx Xxxx, Xxxxxxx, XxxxxXxx Xxxx, 00000, or such other place as may be agreed upon by the parties hereto.

Purchase and Sale of the Warrants. (ai) As payment in full for On the 70,000 Warrants being purchased under this Agreementdate of the consummation of the Public Offering or on such earlier date as may be mutually agreed upon by the Purchaser and the Company (the “Initial Closing Date”), each the Company shall issue and sell to the Purchaser, and the Purchaser shall pay purchase from the Company, [-] Warrants at a price of $70,000 1.00 per Warrant for an aggregate purchase price of $[-] (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds, funds to the trust account (the “Trust Account”) at a financial institution to be chosen by the Company, maintained by X.X. Xxxxxx Xxxxx Bank, N.A. with American Stock Transfer & Trust Company, LLC acting as trustee, Company at least one (1) business day prior to the Initial Closing Date (as defined below) or 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 Warrants purchased on such earlier time and date as may be mutually agreed by duly registered in the Purchase and Purchaser’s name to the CompanyPurchaser, or effect such delivery in book-entry form. (bii) In On the event that date of the over-allotment option is exercised in full or in part, each Purchaser shall purchase up to an additional 7,500 Warrants (consummation of the “Additional Warrants”), in the same proportion as the amount closing of the over-allotment option that is exercised, and simultaneously in connection with such purchase of Additional Warrants, as payment in full for the Additional Warrants being purchased hereunder, and at least one (1) business day prior to the Over-allotment Closing Date (as defined below), Purchaser shall pay $1.00 per Additional Warrant, up to an aggregate amount of approximately $7,500, by wire transfer of immediately available funds, to the Trust Account. (c) The closing of the purchase and sale of the Warrants shall take place simultaneously with the closing of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”). The closing of the purchase and sale of the Additional Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the over-allotment option or on each such earlier time and date as may be mutually agreed by the Purchaser and the Company (such closing date, the an “Over-allotment Closing Date,” and and, each Over-allotment Closing Date (if any) together with the Initial Closing Date, being sometimes referred to herein as a “Closing Date,” or the “Closing Dates” ”), the Company shall issue and eachsell to the Purchaser, and the Purchaser shall purchase from the Company, up to [-] Warrants at a price of $1.00 per warrant for an aggregate purchase price of up to $[-] (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date”). The closing , upon the payment by the Purchaser of the purchase and sale Over-allotment Purchase Price by wire transfer of each of immediately available funds to the Company, the Company shall, at its option, deliver a certificate evidencing the Warrants and purchased on such date duly registered in the Additional Warrants shall take place at Purchaser’s name to the offices of Xxxxxx & Xxxxxxx LLP, 000 Xxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx, 00000Purchaser, or effect such other place as may be agreed upon by the parties heretodelivery in book-entry form.

Purchase and Sale of the Warrants. (ai) As payment in full for the 70,000 37,450,000 Warrants being purchased under this Agreement, each the Purchaser shall pay $70,000 37,450,000 (the “Purchase Price”), by wire transfer of immediately available funds, to the trust account (the “Trust Account”) at a financial institution to be chosen by funds in accordance with the Company, maintained by X.X. Xxxxxx Xxxxx Bank, N.A. with American Stock Transfer & Trust Company, LLC acting as trustee’s wiring instructions, at least one (1) business day prior to the Initial Closing Date (as defined below) effective date of the Registration Statement, or on such earlier time and other date as may be mutually agreed by the Purchase Company and the CompanyPurchaser may agree. (bii) In the event that the underwriters’ over-allotment option is exercised in full or in partfull, each the Purchaser shall purchase up to an additional 7,500 5,400,000 Warrants (the “Additional Warrants”), in the same proportion as the amount of the over-allotment option that is exercised, and simultaneously with such purchase of Additional Warrants, as payment in full for the Additional Warrants being purchased hereunder, and at least one (1) business day prior to the Overclosing of all or any portion of the over-allotment Closing Date (option, or on such other date as defined below)the Company and the Purchaser may agree, the Purchaser shall pay $1.00 per Additional Warrant, up to an aggregate amount of approximately $7,5005,400,000, by wire transfer of immediately available funds, to funds in accordance with the Trust AccountCompany’s wiring instructions. (ciii) The closing of the purchase and sale of the Warrants shall take place simultaneously with the closing of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”). The closing of the purchase and sale of the Additional Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the over-allotment option or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (such closing date, the “Over-allotment Closing Date” and 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 Warrants and the Additional Warrants shall take place at the offices of Xxxxxx Pxxx, Weiss, Rifkind, Wxxxxxx & Xxxxxxx Gxxxxxxx LLP, 000 Xxxx Xxxxxx1000 Xxxxxx xx xxx Xxxxxxxx, Xxxxx 0000Xxx Xxxx, Xxxxxxx, XxxxxXxx Xxxx, 00000, or such other place as may be agreed upon by the parties hereto.

Purchase and Sale of the Warrants. (ai) As payment in full for the 70,000 12,500,000 Warrants being purchased under this Agreement, each the Purchaser shall pay $70,000 12,500,000 (the “Purchase Price”), by wire transfer of immediately available funds, to the trust account (the “Trust Account”) at a financial institution to be chosen by funds in accordance with the Company, maintained by X.X. Xxxxxx Xxxxx Bank, N.A. with American Stock Transfer & Trust Company, LLC acting as trustee’s wiring instructions, at least one (1) business day prior to the Initial Closing Date (as defined below) closing of the Public Offering, or on such earlier time and other date as may be mutually agreed by the Purchase Company and the CompanyPurchaser may agree. (bii) In the event that the underwriters’ over-allotment option is exercised in full or in partfull, each the Purchaser shall purchase up to an additional 7,500 1,200,000 Warrants (the “Additional Warrants”), in the same proportion as the amount of the over-allotment option that is exercised, and simultaneously with such purchase of Additional Warrants, as payment in full for the Additional Warrants being purchased hereunder, and at least one (1) business day prior to the Overclosing of all or any portion of the over-allotment Closing Date (option, or on such other date as defined below)the Company and the Purchaser may agree, the Purchaser shall pay $1.00 per Additional Warrant, up to an aggregate amount of approximately $7,5001,200,000, by wire transfer of immediately available funds, to funds in accordance with the Trust AccountCompany’s wiring instructions. (ciii) The closing of the purchase and sale of the Warrants shall take place simultaneously with the closing of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”). The closing of the purchase and sale of the Additional Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the over-allotment option or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (such closing date, the “Over-allotment Closing Date” and 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 Warrants and the Additional Warrants shall take place at the offices of Xxxxxx Pxxx, Weiss, Rifkind, Wxxxxxx & Xxxxxxx Gxxxxxxx LLP, 000 Xxxx Xxxxxx1000 Xxxxxx xx xxx Xxxxxxxx, Xxxxx 0000Xxx Xxxx, Xxxxxxx, XxxxxXxx Xxxx, 00000, or such other place as may be agreed upon by the parties hereto.

Purchase and Sale of the Warrants. (a) As payment in full for the 70,000 Warrants being purchased under this Agreement, each Purchaser shall pay $70,000 (the “Purchase Price”), by wire transfer of immediately available funds, to the trust account (the “Trust Account”) at a financial institution to be chosen by the Company, maintained by X.X. Xxxxxx Xxxxx Bank, N.A. with American Stock Transfer & Trust Company, LLC acting as trustee, at least one (1) business day prior to the Initial Closing Date (as defined below) or on such earlier time and date as may be mutually agreed by the Purchase and the Company. (b) In the event that the over-allotment option is exercised in full or in part, each Purchaser shall purchase up to an additional 7,500 Warrants (the “Additional Warrants”), in the same proportion as the amount of the over-allotment option that is exercised, and simultaneously with such purchase of Additional Warrants, as payment in full for the Additional Warrants being purchased hereunder, and at least one (1) business day prior to the Over-allotment Closing Date (as defined below), Purchaser shall pay $1.00 per Additional Warrant, up to an aggregate amount of approximately $7,500, by wire transfer of immediately available funds, to the Trust Account. (c) The closing of the purchase and sale of the Warrants shall take place simultaneously Simultaneously with the closing 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, 1,350,000 Warrants at a price of $1.00 per warrant for an aggregate purchase price of $1,350,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions. The closing On or promptly after the Initial Closing Date, subject to the payment by the Purchaser of the purchase and sale Purchase Price on the Initial Closing Date by wire transfer of immediately available funds to the Additional WarrantsCompany, if applicablethe Company, at its option, shall take place simultaneously deliver a certificate evidencing the Warrants purchased on the Initial Closing Date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. Simultaneously with the consummation of each closing of all or any portion 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 closing date, the an “Over-allotment Closing Date,” and together with each Over-allotment Closing Date (if any) and the Initial Closing Date, the “Closing Dates” and each, 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 145,210 Warrants at a price of $1.00 per warrant for an aggregate purchase price of up to $145,210 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions. The closing On or promptly after the Over-allotment Closing Date, subject to the payment by the Purchaser of the purchase and sale Over-allotment Purchase Price on the Over-allotment Closing Date by wire transfer of each of immediately available funds to the Company, the Company shall, at its option, deliver a certificate evidencing the Warrants and purchased on such date duly registered in the Additional Warrants shall take place at Purchaser’s name to the offices of Xxxxxx & Xxxxxxx LLP, 000 Xxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx, 00000Purchaser, or effect such other place as may be agreed upon by the parties heretodelivery in book-entry form.

Purchase and Sale of the Warrants. (ai) As payment in full for the 70,000 4,533,333 Warrants being purchased under this Agreement, each the Purchaser shall pay $70,000 6,800,000 (the “Purchase Price”), by wire transfer of immediately available funds, to the trust account (the “Trust Account”) at a financial institution to be chosen by funds in accordance with the Company, maintained by X.X. Xxxxxx Xxxxx Bank, N.A. with American Stock Transfer & Trust Company, LLC acting as trustee’s wiring instructions, at least one (1) business day prior to the Initial Closing Date (as defined below) effective date of the Registration Statement, or on such earlier time and other date as may be mutually agreed by the Purchase Company and the CompanyPurchaser may agree. (bii) In the event that the underwriters’ over-allotment option is exercised in full or in partfull, each the Purchaser shall purchase up to an additional 7,500 480,000 Warrants (the “Additional Warrants”), in the same proportion as the amount of the over-allotment option that is exercised, and simultaneously with such purchase of Additional Warrants, as payment in full for the Additional Warrants being purchased hereunder, and at least one (1) business day prior to the Overclosing of all or any portion of the over-allotment Closing Date (option, or on such other date as defined below)the Company and the Purchaser may agree, the Purchaser shall pay $1.00 1.50 per Additional Warrant, up to an aggregate amount of approximately $7,500720,000, by wire transfer of immediately available funds, to funds in accordance with the Trust AccountCompany’s wiring instructions. (ciii) The closing of the purchase and sale of the Warrants shall take place simultaneously with the closing of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”). The closing of the purchase and sale of the Additional Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the over-allotment option or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (such closing date, the “Over-allotment Closing Date” and 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 Warrants and the Additional Warrants shall take place at the offices of Xxxxxx & Xxxxxxx LLP, 000 Xxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx, 00000, or such other place as may be agreed upon by the parties hereto.

Purchase and Sale of the Warrants. (ai) As payment in full for On the 70,000 Warrants being purchased under this Agreementdate of the consummation of the Public Offering or on such earlier date as may be mutually agreed upon by the Purchaser and the Company (the “Initial Closing Date”), each the Company shall issue and sell to the Purchaser, and the Purchaser shall pay purchase from the Company, 12,400,000 Warrants at a price of $70,000 1.00 per Warrant for an aggregate purchase price of $12,400,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds, funds to the trust account (the “Trust Account”) at a financial institution to be chosen by the Company, maintained by X.X. Xxxxxx Xxxxx Bank, N.A. with American Stock Transfer & Trust Company, LLC acting as trustee, Company at least one (1) business day prior to the Initial Closing Date (as defined below) or 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 Warrants purchased on such earlier time and date as may be mutually agreed by duly registered in the Purchase and Purchaser’s name to the CompanyPurchaser, or effect such delivery in book-entry form. (bii) In On the event that date of the over-allotment option is exercised in full or in part, each Purchaser shall purchase up to an additional 7,500 Warrants (consummation of the “Additional Warrants”), in the same proportion as the amount closing of the over-allotment option that is exercised, and simultaneously in connection with such purchase of Additional Warrants, as payment in full for the Additional Warrants being purchased hereunder, and at least one (1) business day prior to the Over-allotment Closing Date (as defined below), Purchaser shall pay $1.00 per Additional Warrant, up to an aggregate amount of approximately $7,500, by wire transfer of immediately available funds, to the Trust Account. (c) The closing of the purchase and sale of the Warrants shall take place simultaneously with the closing of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”). The closing of the purchase and sale of the Additional Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the over-allotment option or on each such earlier time and date as may be mutually agreed by the Purchaser and the Company (such closing date, the an “Over-allotment Closing Date,” and and, each Over-allotment Closing Date (if any) together with the Initial Closing Date, being sometimes referred to herein as a “Closing Date,” or the “Closing Dates” ”), the Company shall issue and eachsell to the Purchaser, and the Purchaser shall purchase from the Company, up to 1,260,000 Warrants at a price of $1.00 per warrant for an aggregate purchase price of up to $1,260,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date”). The closing , upon the payment by the Purchaser of the purchase and sale Over-allotment Purchase Price by wire transfer of each of immediately available funds to the Company, the Company shall, at its option, deliver a certificate evidencing the Warrants and purchased on such date duly registered in the Additional Warrants shall take place at Purchaser’s name to the offices of Xxxxxx & Xxxxxxx LLP, 000 Xxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx, 00000Purchaser, or effect such other place as may be agreed upon by the parties heretodelivery in book-entry form.

Purchase and Sale of the Warrants. (ai) As payment in full for the 70,000 6,600,000 Warrants being purchased under this Agreement, each the Purchaser shall pay $70,000 6,600,000 (the “Purchase Price”), by wire transfer of immediately available funds, to the trust account (the “Trust Account”) at a financial institution to be chosen by funds in accordance with the Company, maintained by X.X. Xxxxxx Xxxxx Bank, N.A. with American Stock Transfer & Trust Company, LLC acting as trustee’s wiring instructions, at least one (1) business day prior to the Initial Closing Date (as defined below) effective date of the Registration Statement, or on such earlier time and other date as may be mutually agreed by the Purchase Company and the CompanyPurchaser may agree. (bii) In the event that the underwriters’ over-allotment option is exercised in full or in partfull, each the Purchaser shall purchase up to an additional 7,500 690,000 Warrants (the “Additional Warrants”), in the same proportion as the amount of the over-allotment option that is exercised, and simultaneously with such purchase of Additional Warrants, as payment in full for the Additional Warrants being purchased hereunder, and at least one (1) business day prior to the Overclosing of all or any portion of the over-allotment Closing Date (option, or on such other date as defined below)the Company and the Purchaser may agree, the Purchaser shall pay $1.00 per Additional Warrant, up to an aggregate amount of approximately $7,500690,000, by wire transfer of immediately available funds, to funds in accordance with the Trust AccountCompany’s wiring instructions. (ciii) The closing of the purchase and sale of the Warrants shall take place simultaneously with the closing of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”). The closing of the purchase and sale of the Additional Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the over-allotment option or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (such closing date, the “Over-allotment Closing Date” and 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 Warrants and the Additional Warrants shall take place at the offices of Xxxxxx Pxxx, Weiss, Rifkind, Wxxxxxx & Xxxxxxx Gxxxxxxx LLP, 000 Xxxx Xxxxxx1000 Xxxxxx xx xxx Xxxxxxxx, Xxxxx 0000Xxx Xxxx, Xxxxxxx, XxxxxXxx Xxxx, 00000, or such other place as may be agreed upon by the parties hereto.

Purchase and Sale of the Warrants. (ai) As payment in full for the 70,000 3,966,667 Warrants being purchased under this Agreement, each the Purchaser shall pay $70,000 8,500,000 (the “Purchase Price”), by wire transfer of immediately available funds, to the trust account (the “Trust Account”) at a financial institution to be chosen by funds in accordance with the Company, maintained by X.X. Xxxxxx Xxxxx Bank, N.A. with American Stock Transfer & Trust Company, LLC acting as trustee’s wiring instructions, at least one (1) business day prior to the Initial Closing Date (as defined below) effective date of the Registration Statement, or on such earlier time and other date as may be mutually agreed by the Purchase Company and the CompanyPurchaser may agree. (bii) In the event that the underwriters’ over-allotment option is exercised in full or in partfull, each the Purchaser shall purchase up to an additional 7,500 350,000 Warrants (the “Additional Warrants”), in the same proportion as the amount of the over-allotment option that is exercised, and simultaneously with such purchase of Additional Warrants, as payment in full for the Additional Warrants being purchased hereunder, and at least one (1) business day prior to the Overclosing of all or any portion of the over-allotment Closing Date (option, or on such other date as defined below)the Company and the Purchaser may agree, the Purchaser shall pay $1.00 1.50 per Additional Warrant, up to an aggregate amount of approximately $7,500525,000, by wire transfer of immediately available funds, to funds in accordance with the Trust AccountCompany’s wiring instructions. (ciii) The closing of the purchase and sale of the Warrants shall take place simultaneously with the closing of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”). The closing of the purchase and sale of the Additional Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the over-allotment option or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (such closing date, the “Over-allotment Closing Date” and 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 Warrants and the Additional Warrants shall take place at the offices of Xxxxxx Ellenoff Xxxxxxxx & Xxxxxxx Schole LLP, 000 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx, 00000, or such other place as may be agreed upon by the parties hereto.

Purchase and Sale of the Warrants. (ai) As payment in full for On the 70,000 Warrants being purchased under this Agreementdate of the consummation of the Public Offering or on such earlier date as may be mutually agreed upon by the Purchaser and the Company (the “Initial Closing Date”), each the Company shall issue and sell to the Purchaser, and the Purchaser shall pay purchase from the Company, [●] Warrants at a price of $70,000 1.50 per Warrant for an aggregate purchase price of $[●] (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds, funds to the trust account (the “Trust Account”) at a financial institution to be chosen by the Company, maintained by X.X. Xxxxxx Xxxxx Bank, N.A. with American Stock Transfer & Trust Company, LLC acting as trustee, Company at least one (1) business day prior to the Initial Closing Date (as defined below) or 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 Warrants purchased on such earlier time and date as may be mutually agreed by duly registered in the Purchase and Purchaser’s name to the CompanyPurchaser, or effect such delivery in book-entry form. (bii) In On the event that date of the over-allotment option is exercised in full or in part, each Purchaser shall purchase up to an additional 7,500 Warrants (consummation of the “Additional Warrants”), in the same proportion as the amount closing of the over-allotment option that is exercised, and simultaneously in connection with such purchase of Additional Warrants, as payment in full for the Additional Warrants being purchased hereunder, and at least one (1) business day prior to the Over-allotment Closing Date (as defined below), Purchaser shall pay $1.00 per Additional Warrant, up to an aggregate amount of approximately $7,500, by wire transfer of immediately available funds, to the Trust Account. (c) The closing of the purchase and sale of the Warrants shall take place simultaneously with the closing of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”). The closing of the purchase and sale of the Additional Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the over-allotment option or on each such earlier time and date as may be mutually agreed by the Purchaser and the Company (such closing date, the an “Over-allotment Closing Date,” and and, each Over-allotment Closing Date (if any) together with the Initial Closing Date, being sometimes referred to herein as a “Closing Date,” or the “Closing Dates” ”), the Company shall issue and eachsell to the Purchaser, and the Purchaser shall purchase from the Company, up to [●] Warrants at a price of $1.50 per warrant for an aggregate purchase price of up to $[●] (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date”). The closing , upon the payment by the Purchaser of the purchase and sale Over-allotment Purchase Price by wire transfer of each of immediately available funds to the Company, the Company shall, at its option, deliver a certificate evidencing the Warrants and purchased on such date duly registered in the Additional Warrants shall take place at Purchaser’s name to the offices of Xxxxxx & Xxxxxxx LLP, 000 Xxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx, 00000Purchaser, or effect such other place as may be agreed upon by the parties heretodelivery in book-entry form.

Purchase and Sale of the Warrants. (ai) As payment in full for the 70,000 6,000,000 Warrants being purchased under this Agreement, each the Purchaser shall pay $70,000 6,000,000 (the “Purchase Price”), by wire transfer of immediately available funds, to the trust account (the “Trust Account”) at a financial institution to be chosen by funds in accordance with the Company, maintained by X.X. Xxxxxx Xxxxx Bank, N.A. with American Stock Transfer & Trust Company, LLC acting as trustee’s wiring instructions, at least one (1) business day prior to the Initial Closing Date (as defined below) effective date of the Registration Statement, or on such earlier time and other date as may be mutually agreed by the Purchase Company and the CompanyPurchaser may agree. (bii) In the event that the underwriters’ over-allotment option is exercised in full or in partfull, each the Purchaser shall purchase up to an additional 7,500 600,000 Warrants (the “Additional Warrants”), in the same proportion as the amount of the over-allotment option that is exercised, and simultaneously with such purchase of Additional Warrants, as payment in full for the Additional Warrants being purchased hereunder, and at least one (1) business day prior to the Overclosing of all or any portion of the over-allotment Closing Date (option, or on such other date as defined below)the Company and the Purchaser may agree, the Purchaser shall pay $1.00 per Additional Warrant, up to an aggregate amount of approximately $7,500600,000, by wire transfer of immediately available funds, to funds in accordance with the Trust AccountCompany’s wiring instructions. (ciii) The closing of the purchase and sale of the Warrants shall take place simultaneously with the closing of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”). The closing of the purchase and sale of the Additional Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the over-allotment option or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (such closing date, the “Over-allotment Closing Date” and 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 Warrants and the Additional Warrants shall take place at the offices of Xxxxxx & Xxxxxxx LLP, 000 Xxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx, 00000, or such other place as may be agreed upon by the parties hereto.

Purchase and Sale of the Warrants. (ai) As payment in full for On the 70,000 Warrants being purchased under this Agreementdate of the consummation of the Public Offering or on such earlier date as may be mutually agreed upon by the Purchaser and the Company (the “Initial Closing Date”), each the Company shall issue and sell to the Purchaser, and the Purchaser shall pay purchase from the Company, 4,933,333 Warrants at a price of $70,000 1.50 per Warrant for an aggregate purchase price of $7,400,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds, funds to the trust account (the “Trust Account”) at a financial institution to be chosen by the Company, maintained by X.X. Xxxxxx Xxxxx Bank, N.A. with American Stock Transfer & Trust Company, LLC acting as trustee, Company at least one (1) business day prior to the Initial Closing Date (as defined below) or 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 Warrants purchased on such earlier time and date as may be mutually agreed by duly registered in the Purchase and Purchaser’s name to the CompanyPurchaser, or effect such delivery in book-entry form. (bii) In On the event that date of the over-allotment option is exercised in full or in part, each Purchaser shall purchase up to an additional 7,500 Warrants (consummation of the “Additional Warrants”), in the same proportion as the amount closing of the over-allotment option that is exercised, and simultaneously in connection with such purchase of Additional Warrants, as payment in full for the Additional Warrants being purchased hereunder, and at least one (1) business day prior to the Over-allotment Closing Date (as defined below), Purchaser shall pay $1.00 per Additional Warrant, up to an aggregate amount of approximately $7,500, by wire transfer of immediately available funds, to the Trust Account. (c) The closing of the purchase and sale of the Warrants shall take place simultaneously with the closing of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”). The closing of the purchase and sale of the Additional Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the over-allotment option or on each such earlier time and date as may be mutually agreed by the Purchaser and the Company (such closing date, the an “Over-allotment Closing Date,” and and, each Over-allotment Closing Date (if any) together with the Initial Closing Date, being sometimes referred to herein as a “Closing Date,” or the “Closing Dates” ”), the Company shall issue and eachsell to the Purchaser, and the Purchaser shall purchase from the Company, up to 540,000 Warrants at a price of $1.50 per warrant for an aggregate purchase price of up to $810,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date”). The closing , upon the payment by the Purchaser of the purchase and sale Over-allotment Purchase Price by wire transfer of each of immediately available funds to the Company, the Company shall, at its option, deliver a certificate evidencing the Warrants and purchased on such date duly registered in the Additional Warrants shall take place at Purchaser’s name to the offices of Xxxxxx & Xxxxxxx LLP, 000 Xxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx, 00000Purchaser, or effect such other place as may be agreed upon by the parties heretodelivery in book-entry form.

Purchase and Sale of the Warrants. (ai) As payment in full for the 70,000 6,360,000 Warrants being purchased under this Agreement, each the Purchaser shall pay $70,000 6,360,000 (the “Purchase Price”), by wire transfer of immediately available funds, to the trust account (the “Trust Account”) at a financial institution to be chosen by funds in accordance with the Company, maintained by X.X. Xxxxxx Xxxxx Bank, N.A. with American Stock Transfer & Trust Company, LLC acting as trustee’s wiring instructions, at least one (1) business day prior to the Initial Closing Date (as defined below) effective date of the Registration Statement, or on such earlier time and other date as may be mutually agreed by the Purchase Company and the CompanyPurchaser may agree. (bii) In the event that the underwriters’ over-allotment option is exercised in full or in partfull, each the Purchaser shall purchase up to an additional 7,500 654,000 Warrants (the “Additional Warrants”), in the same proportion as the amount of the over-allotment option that is exercised, and simultaneously with such purchase of Additional Warrants, as payment in full for the Additional Warrants being purchased hereunder, and at least one (1) business day prior to the Overclosing of all or any portion of the over-allotment Closing Date (option, or on such other date as defined below)the Company and the Purchaser may agree, the Purchaser shall pay $1.00 per Additional Warrant, up to an aggregate amount of approximately $7,500654,000, by wire transfer of immediately available funds, to funds in accordance with the Trust AccountCompany’s wiring instructions. (ciii) The closing of the purchase and sale of the Warrants shall take place simultaneously with the closing of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”). The closing of the purchase and sale of the Additional Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the over-allotment option or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (such closing date, the “Over-allotment Closing Date” and 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 Warrants and the Additional Warrants shall take place at the offices of Xxxxxx Pxxx, Weiss, Rifkind, Wxxxxxx & Xxxxxxx Gxxxxxxx LLP, 000 Xxxx Xxxxxx1000 Xxxxxx xx xxx Xxxxxxxx, Xxxxx 0000Xxx Xxxx, Xxxxxxx, XxxxxXxx Xxxx, 00000, or such other place as may be agreed upon by the parties hereto.

Purchase and Sale of the Warrants. (ai) As payment in full for the 70,000 5,333,333 Warrants being purchased under this Agreement, each the Purchaser shall pay $70,000 7,999,999.50 (the “Purchase Price”), by wire transfer of immediately available funds, to the trust account (the “Trust Account”) at a financial institution to be chosen by funds in accordance with the Company, maintained by X.X. Xxxxxx Xxxxx Bank, N.A. with American Stock Transfer & Trust Company, LLC acting as trustee’s wiring instructions, at least one (1) business day prior to the Initial Closing Date (as defined below) effective date of the Registration Statement, or on such earlier time and other date as may be mutually agreed by the Purchase Company and the CompanyPurchaser may agree. (bii) In the event that the underwriters’ over-allotment option is exercised in full or in partfull, each the Purchaser shall purchase up to an additional 7,500 600,000 Warrants (the “Additional Warrants”), in the same proportion as the amount of the over-allotment option that is exercised, and simultaneously with such purchase of Additional Warrants, as payment in full for the Additional Warrants being purchased hereunder, and at least one (1) business day prior to the Overclosing of all or any portion of the over-allotment Closing Date (option, or on such other date as defined below)the Company and the Purchaser may agree, the Purchaser shall pay $1.00 1.50 per Additional Warrant, up to an aggregate amount of approximately $7,500900,000, by wire transfer of immediately available funds, to funds in accordance with the Trust AccountCompany’s wiring instructions. (ciii) The closing of the purchase and sale of the Warrants shall take place simultaneously with the closing of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”). The closing of the purchase and sale of the Additional Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the over-allotment option or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (such closing date, the “Over-allotment Closing Date” and 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 Warrants and the Additional Warrants shall take place at the offices of Xxxxxx Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxx Xxxxxxxx LLP, 000 Xxxx Xxxxxx0000 Xxxxxx xx xxx Xxxxxxxx, Xxxxx 0000Xxx Xxxx, Xxxxxxx, XxxxxXxx Xxxx, 00000, or such other place as may be agreed upon by the parties hereto.

Purchase and Sale of the Warrants. (ai) As payment in full for the 70,000 21,000,000 Warrants being purchased under this Agreement, each the Purchaser shall pay $70,000 21,000,000 (the “Purchase Price”), by wire transfer of immediately available funds, to the trust account (the “Trust Account”) at a financial institution to be chosen by funds in accordance with the Company, maintained by X.X. Xxxxxx Xxxxx Bank, N.A. with American Stock Transfer & Trust Company, LLC acting as trustee’s wiring instructions, at least one (1) business day prior to the Initial Closing Date (as defined below) effective date of the Registration Statement, or on such earlier time and other date as may be mutually agreed by the Purchase Company and the CompanyPurchaser may agree. (bii) In the event that the underwriters’ over-allotment option is exercised in full or in partfull, each the Purchaser shall purchase up to an additional 7,500 2,000,000 Warrants (the “Additional Warrants”), in the same proportion as the amount of the over-allotment option that is exercised, and simultaneously with such purchase of Additional Warrants, as payment in full for the Additional Warrants being purchased hereunder, and at least one (1) business day prior to the Overclosing of all or any portion of the over-allotment Closing Date (option, or on such other date as defined below)the Company and the Purchaser may agree, the Purchaser shall pay $1.00 per Additional Warrant, up to an aggregate amount of approximately $7,5002,000,000, by wire transfer of immediately available funds, to funds in accordance with the Trust AccountCompany’s wiring instructions. (ciii) The closing of the purchase and sale of the Warrants shall take place simultaneously with the closing of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”). The closing of the purchase and sale of the Additional Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the over-allotment option or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (such closing date, the “Over-allotment Closing Date” and 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 Warrants and the Additional Warrants shall take place at the offices of Xxxxxx Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxx Xxxxxxxx LLP, 000 Xxxx Xxxxxx0000 Xxxxxx xx xxx Xxxxxxxx, Xxxxx 0000Xxx Xxxx, Xxxxxxx, XxxxxXxx Xxxx, 00000, or such other place as may be agreed upon by the parties hereto.

Purchase and Sale of the Warrants. (ai) As payment in full for On the 70,000 Warrants being purchased under this Agreementdate of the consummation of the Public Offering or on such earlier date as may be mutually agreed upon by the Purchaser and the Company (the “Initial Closing Date”), each the Company shall issue and sell to the Purchaser, and the Purchaser shall pay purchase from the Company, 9,560,000 Warrants at a price of $70,000 1.00 per Warrant for an aggregate purchase price of $9,560,000 (the “Purchase Price”). At least one business day prior to the Initial Closing Date, the Purchaser shall pay the Purchase Price, by wire transfer of immediately available fundsfunds in accordance with the Company's instruction, to the a trust account (the “Trust Account”) at a financial institution to be chosen designated by the CompanyCompany at Bank of America, N.A., which Trust Account is maintained by X.X. Xxxxxx Xxxxx Bank, N.A. with American Continental Stock Transfer & Trust Company, LLC acting as trustee. On the Initial Closing Date, subject to immediately available funds in the amount of the Purchase Price having been deposited into the Trust Account by the Purchaser at least one (1) business day prior to the Initial Closing Date (as defined below) or Date, the Company, at its option, shall deliver a certificate evidencing the Warrants purchased on such earlier time and date as may be mutually agreed by duly registered in the Purchase and Purchaser’s name to the CompanyPurchaser, or effect such delivery in book-entry form. (bii) In On the event that date of the over-allotment option is exercised in full or in partconsummation of each closing, each Purchaser shall purchase up to an additional 7,500 Warrants (the “Additional Warrants”)if any, in the same proportion as the amount of the over-allotment option that is exercised, and simultaneously in connection with such purchase of Additional Warrants, as payment in full for the Additional Warrants being purchased hereunder, and at least one (1) business day prior to the Over-allotment Closing Date (as defined below), Purchaser shall pay $1.00 per Additional Warrant, up to an aggregate amount of approximately $7,500, by wire transfer of immediately available funds, to the Trust Account. (c) The closing of the purchase and sale of the Warrants shall take place simultaneously with the closing of 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) together with the “Initial Closing Date, being sometimes referred to herein as a “Closing Date,” or the “Closing Dates”). The closing of , the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase and sale of from the Additional WarrantsCompany, 1,050,000 additional Warrants (or, if applicablethe over-allotment option is not being exercised in full on such Over-overallotment Closing Date, shall take place simultaneously with a lesser number of Warrants in proportion to the closing of all or any portion of the over-allotment option or on such earlier time and date as may be mutually agreed by that is then being exercised) at a price of $1.00 per Warrant for an aggregate purchase price of up to $1,050,000 (if the over-allotment option in connection with the Public Offering is exercised in full). At least one business day prior to each Over-overallotment Closing Date, the Purchaser and shall pay the Company purchase price (such closing datewith respect to any Over-allotment Closing Date, the “Over-allotment Purchase Price”) for the Warrants being purchased on such Over-allotment Closing Date (such Over-allotment Purchase Price being equal to the number of Warrants to be purchased on such date multiplied by $1.00 per Warrant) by wire transfer of immediately available funds to the Trust Account in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date” and together with , subject to immediately available funds in the Initial amount of the Over-allotment Purchase Price having been deposited into the Trust Account by the Purchaser at least one business day prior to the applicable Over-allotment Closing Date, the “Closing Dates” and eachCompany shall, at its option, deliver a “Closing Date”). The closing of the purchase and sale of each of certificate evidencing the Warrants and purchased on such date duly registered in the Additional Warrants shall take place at Purchaser’s name to the offices of Xxxxxx & Xxxxxxx LLP, 000 Xxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx, 00000Purchaser, or effect such other place as may be agreed upon by the parties heretodelivery in book-entry form.

Purchase and Sale of the Warrants. (ai) As payment in full for the 70,000 14,000,000 Warrants being purchased under this Agreement, each the Purchaser shall pay $70,000 14,000,000 (the “Purchase Price”), by wire transfer of immediately available funds, to the trust account (the “Trust Account”) at a financial institution to be chosen by funds in accordance with the Company, maintained by X.X. Xxxxxx Xxxxx Bank, N.A. with American Stock Transfer & Trust Company, LLC acting as trustee’s wiring instructions, at least one (1) business day prior to the Initial Closing Date (as defined below) effective date of the Registration Statement, or on such earlier time and other date as may be mutually agreed by the Purchase Company and the CompanyPurchaser may agree. (bii) In the event that the underwriters’ over-allotment option is exercised in full or in partfull, each the Purchaser shall purchase up to an additional 7,500 1,800,000 Warrants (the “Additional Warrants”), in the same proportion as the amount of the over-allotment option that is exercised, and simultaneously with such purchase of Additional Warrants, as payment in full for the Additional Warrants being purchased hereunder, and at least one (1) business day prior to the Overclosing of all or any portion of the over-allotment Closing Date (option, or on such other date as defined below)the Company and the Purchaser may agree, the Purchaser shall pay $1.00 per Additional Warrant, up to an aggregate amount of approximately $7,5001,800,000, by wire transfer of immediately available funds, to funds in accordance with the Trust AccountCompany’s wiring instructions. (ciii) The closing of the purchase and sale of the Warrants shall take place simultaneously with the closing of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”). The closing of the purchase and sale of the Additional Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the over-allotment option or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (such closing date, the “Over-allotment Closing Date” and 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 Warrants and the Additional Warrants shall take place at the offices of Xxxxxx Pxxx, Weiss, Rifkind, Wxxxxxx & Xxxxxxx Gxxxxxxx LLP, 000 Xxxx Xxxxxx1000 Xxxxxx xx xxx Xxxxxxxx, Xxxxx 0000Xxx Xxxx, Xxxxxxx, XxxxxXxx Xxxx, 00000, or such other place as may be agreed upon by the parties hereto.

Purchase and Sale of the Warrants. (ai) As payment in full for the 70,000 4,000,000 Warrants being purchased under this Agreement, each the Purchaser shall pay $70,000 6,000,000 (the “Purchase Price”), by wire transfer of immediately available funds, to the trust account (the “Trust Account”) at a financial institution to be chosen by funds in accordance with the Company, maintained by X.X. Xxxxxx Xxxxx Bank, N.A. with American Stock Transfer & Trust Company, LLC acting as trustee’s wiring instructions, at least one (1) business day prior to the Initial Closing Date (as defined below) effective date of the Registration Statement, or on such earlier time and other date as may be mutually agreed by the Purchase Company and the CompanyPurchaser may agree. (bii) In the event that the underwriters’ over-allotment option is exercised in full or in partfull, each the Purchaser shall purchase up to an additional 7,500 400,000 Warrants (the “Additional Warrants”), in the same proportion as the amount of the over-allotment option that is exercised, and simultaneously with such purchase of Additional Warrants, as payment in full for the Additional Warrants being purchased hereunder, and at least one (1) business day prior to the Overclosing of all or any portion of the over-allotment Closing Date (option, or on such other date as defined below)the Company and the Purchaser may agree, the Purchaser shall pay $1.00 1.50 per Additional Warrant, up to an aggregate amount of approximately $7,500600,000, by wire transfer of immediately available funds, to funds in accordance with the Trust AccountCompany’s wiring instructions. (ciii) The closing of the purchase and sale of the Warrants shall take place simultaneously with the closing of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”). The closing of the purchase and sale of the Additional Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the over-allotment option or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (such closing date, the “Over-allotment Closing Date” and 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 Warrants and the Additional Warrants shall take place at the offices of Xxxxxx Ellenoff Gxxxxxxx & Xxxxxxx Schole LLP, 000 1000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx, 00000, or such other place as may be agreed upon by the parties hereto.

Purchase and Sale of the Warrants. (ai) As payment in full for On the 70,000 Warrants being purchased under this Agreementdate of the consummation of the Public Offering or on such earlier date as may be mutually agreed upon by the Purchaser and the Company (the “Initial Closing Date”), each the Company shall issue and sell to the Purchaser, and the Purchaser shall pay purchase from the Company, 6,630,000 Warrants at a price of $70,000 1.00 per Warrant for an aggregate purchase price of $6,630,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds, funds to the trust account (the “Trust Account”) at a financial institution to be chosen by the Company, maintained by X.X. Xxxxxx Xxxxx Bank, N.A. with American Stock Transfer & Trust Company, LLC acting as trustee, Company at least one (1) business day prior to the Initial Closing Date (as defined below) or 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 Warrants purchased on such earlier time and date as may be mutually agreed by duly registered in the Purchase and Purchaser’s name to the CompanyPurchaser, or effect such delivery in book-entry form. (bii) In On the event that date of the over-allotment option is exercised in full or in part, each Purchaser shall purchase up to an additional 7,500 Warrants (consummation of the “Additional Warrants”), in the same proportion as the amount closing of the over-allotment option that is exercised, and simultaneously in connection with such purchase of Additional Warrants, as payment in full for the Additional Warrants being purchased hereunder, and at least one (1) business day prior to the Over-allotment Closing Date (as defined below), Purchaser shall pay $1.00 per Additional Warrant, up to an aggregate amount of approximately $7,500, by wire transfer of immediately available funds, to the Trust Account. (c) The closing of the purchase and sale of the Warrants shall take place simultaneously with the closing of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”). The closing of the purchase and sale of the Additional Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the over-allotment option or on each such earlier time and date as may be mutually agreed by the Purchaser and the Company (such closing date, the an “Over-allotment Closing Date,” and and, each Over-allotment Closing Date (if any) together with the Initial Closing Date, being sometimes referred to herein as a “Closing Date,” or the “Closing Dates” ”), the Company shall issue and eachsell to the Purchaser, and the Purchaser shall purchase from the Company, up to 7,230,000 Warrants at a price of $1.00 per warrant for an aggregate purchase price of up to $7,230,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date”). The closing , upon the payment by the Purchaser of the purchase and sale Over-allotment Purchase Price by wire transfer of each of immediately available funds to the Company, the Company shall, at its option, deliver a certificate evidencing the Warrants and purchased on such date duly registered in the Additional Warrants shall take place at Purchaser’s name to the offices of Xxxxxx & Xxxxxxx LLP, 000 Xxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx, 00000Purchaser, or effect such other place as may be agreed upon by the parties heretodelivery in book-entry form.

Purchase and Sale of the Warrants. (ai) As payment in full for the 70,000 [●] Warrants being purchased under this Agreement, each the Purchaser shall pay $70,000 [●] (the “Purchase Price”), by wire transfer of immediately available funds, to the trust account (the “Trust Account”) at a financial institution to be chosen by funds in accordance with the Company, maintained by X.X. Xxxxxx Xxxxx Bank, N.A. with American Stock Transfer & Trust Company, LLC acting as trustee’s wiring instructions, at least one (1) business day prior to the Initial Closing Date (as defined below) effective date of the Registration Statement, or on such earlier time and other date as may be mutually agreed by the Purchase Company and the CompanyPurchaser may agree. (bii) In the event that the underwriters’ over-allotment option is exercised in full or in partfull, each the Purchaser shall purchase up to an additional 7,500 [●] Warrants (the “Additional Warrants”), in the same proportion as the amount of the over-allotment option that is exercised, and simultaneously with such purchase of Additional Warrants, as payment in full for the Additional Warrants being purchased hereunder, and at least one (1) business day prior to the Overclosing of all or any portion of the over-allotment Closing Date (option, or on such other date as defined below)the Company and the Purchaser may agree, the Purchaser shall pay $1.00 1.50 per Additional Warrant, up to an aggregate amount of approximately $7,500[●], by wire transfer of immediately available funds, to funds in accordance with the Trust AccountCompany’s wiring instructions. (ciii) The closing of the purchase and sale of the Warrants shall take place simultaneously with the closing of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”). The closing of the purchase and sale of the Additional Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the over-allotment option or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (such closing date, the “Over-allotment Closing Date” and 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 Warrants and the Additional Warrants shall take place at the offices of Xxxxxx Ellenoff Xxxxxxxx & Xxxxxxx Schole LLP, 000 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx, 00000, or such other place as may be agreed upon by the parties hereto.

Purchase and Sale of the Warrants. (ai) As payment in full for the 70,000 10,000,000 Warrants being purchased under this Agreement, each the Purchaser shall pay $70,000 10,000,000 (the “Purchase Price”), by wire transfer of immediately available funds, to the trust account (the “Trust Account”) at a financial institution to be chosen by funds in accordance with the Company, maintained by X.X. Xxxxxx Xxxxx Bank, N.A. with American Stock Transfer & Trust Company, LLC acting as trustee’s wiring instructions, at least one (1) business day prior to the Initial Closing Date (as defined below) effective date of the Registration Statement, or on such earlier time and other date as may be mutually agreed by the Purchase Company and the CompanyPurchaser may agree. (bii) In the event that the underwriters’ over-allotment option is exercised in full or in partfull, each the Purchaser shall purchase up to an additional 7,500 1,200,000 Warrants (the “Additional Warrants”), in the same proportion as the amount of the over-allotment option that is exercised, and simultaneously with such purchase of Additional Warrants, as payment in full for the Additional Warrants being purchased hereunder, and at least one (1) business day prior to the Overclosing of all or any portion of the over-allotment Closing Date (option, or on such other date as defined below)the Company and the Purchaser may agree, the Purchaser shall pay $1.00 per Additional Warrant, up to an aggregate amount of approximately $7,5001,200,000, by wire transfer of immediately available funds, to funds in accordance with the Trust AccountCompany’s wiring instructions. (ciii) The closing of the purchase and sale of the Warrants shall take place simultaneously with the closing of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”). The closing of the purchase and sale of the Additional Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the over-allotment option or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (such closing date, the “Over-allotment Closing Date” and 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 Warrants and the Additional Warrants shall take place at the offices of Xxxxxx Pxxx, Weiss, Rifkind, Wxxxxxx & Xxxxxxx Gxxxxxxx LLP, 000 Xxxx Xxxxxx1000 Xxxxxx xx xxx Xxxxxxxx, Xxxxx 0000Xxx Xxxx, Xxxxxxx, XxxxxXxx Xxxx, 00000, or such other place as may be agreed upon by the parties hereto.

Purchase and Sale of the Warrants. (ai) As payment in full for the 70,000 12,600,000 Warrants being purchased under this Agreement, each the Purchaser shall pay $70,000 12,600,000 (the “Purchase Price”), by wire transfer of immediately available funds, to the trust account (the “Trust Account”) at a financial institution to be chosen by funds in accordance with the Company, maintained by X.X. Xxxxxx Xxxxx Bank, N.A. with American Stock Transfer & Trust Company, LLC acting as trustee’s wiring instructions, at least one (1) business day prior to the Initial Closing Date (as defined below) effective date of the Registration Statement, or on such earlier time and other date as may be mutually agreed by the Purchase Company and the CompanyPurchaser may agree. (bii) In the event that the underwriters’ over-allotment option is exercised in full or in partfull, each the Purchaser shall purchase up to an additional 7,500 1,440,000 Warrants (the “Additional Warrants”), in the same proportion as the amount of the over-allotment option that is exercised, and simultaneously with such purchase of Additional Warrants, as payment in full for the Additional Warrants being purchased hereunder, and at least one (1) business day prior to the Overclosing of all or any portion of the over-allotment Closing Date (option, or on such other date as defined below)the Company and the Purchaser may agree, the Purchaser shall pay $1.00 per Additional Warrant, up to an aggregate amount of approximately $7,5001,440,000, by wire transfer of immediately available funds, to funds in accordance with the Trust AccountCompany’s wiring instructions. (ciii) The closing of the purchase and sale of the Warrants shall take place simultaneously with the closing of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”). The closing of the purchase and sale of the Additional Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the over-allotment option or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (such closing date, the “Over-allotment Closing Date” and 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 Warrants and the Additional Warrants shall take place at the offices of Xxxxxx Pxxx, Weiss, Rifkind, Wxxxxxx & Xxxxxxx Gxxxxxxx LLP, 000 Xxxx Xxxxxx1000 Xxxxxx xx xxx Xxxxxxxx, Xxxxx 0000Xxx Xxxx, Xxxxxxx, XxxxxXxx Xxxx, 00000, or such other place as may be agreed upon by the parties hereto.

Purchase and Sale of the Warrants. (ai) As payment in full for the 70,000 10,000,000 Warrants being purchased under this Agreement, each the Purchaser shall pay $70,000 10,000,000 (the “Purchase Price”), by wire transfer of immediately available funds, to the trust account (the “Trust Account”) at a financial institution to be chosen by funds in accordance with the Company, maintained by X.X. Xxxxxx Xxxxx Bank, N.A. with American Stock Transfer & Trust Company, LLC acting as trustee’s wiring instructions, at least one (1) business day prior to the Initial Closing Date (as defined below) effective date of the Registration Statement, or on such earlier time and other date as may be mutually agreed by the Purchase Company and the CompanyPurchaser may agree. (bii) In the event that the underwriters’ over-allotment option is exercised in full or in partfull, each the Purchaser shall purchase up to an additional 7,500 1,350,000 Warrants (the “Additional Warrants”), in the same proportion as the amount of the over-allotment option that is exercised, and simultaneously with such purchase of Additional Warrants, as payment in full for the Additional Warrants being purchased hereunder, and at least one (1) business day prior to the Overclosing of all or any portion of the over-allotment Closing Date (option, or on such other date as defined below)the Company and the Purchaser may agree, the Purchaser shall pay $1.00 per Additional Warrant, up to an aggregate amount of approximately $7,5001,350,000, by wire transfer of immediately available funds, to funds in accordance with the Trust AccountCompany’s wiring instructions. (ciii) The closing of the purchase and sale of the Warrants shall take place simultaneously with the closing of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”). The closing of the purchase and sale of the Additional Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the over-allotment option or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (such closing date, the “Over-allotment Closing Date” and 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 Warrants and the Additional Warrants shall take place at the offices of Xxxxxx Pxxx, Weiss, Rifkind, Wxxxxxx & Xxxxxxx Gxxxxxxx LLP, 000 Xxxx Xxxxxx1000 Xxxxxx xx xxx Xxxxxxxx, Xxxxx 0000Xxx Xxxx, Xxxxxxx, XxxxxXxx Xxxx, 00000, or such other place as may be agreed upon by the parties hereto.

Purchase and Sale of the Warrants. (ai) As payment in full for the 70,000 5,333,333 Warrants being purchased under this Agreement, each the Purchaser shall pay $70,000 7,999,999.50 (the “Purchase Price”), by wire transfer of immediately available funds, to the trust account (the “Trust Account”) at a financial institution to be chosen by funds in accordance with the Company’s wiring instructions, maintained by X.X. Xxxxxx Xxxxx Bankon or before the Closing Date, N.A. with American Stock Transfer & Trust Company, LLC acting as trustee, at least one (1) business day prior to the Initial Closing Date (as defined below) or on such earlier time and other date as may be mutually agreed by the Purchase Company and the CompanyPurchaser may agree. (bii) In the event that the underwriters’ over-allotment option is exercised in full or in partfull, each the Purchaser shall purchase up to an additional 7,500 600,000 Warrants (the “Additional Warrants”), in the same proportion as the amount of the over-allotment option that is exercised, and simultaneously with such purchase of Additional Warrants, as payment in full for the Additional Warrants being purchased hereunder, and at least one (1) business day prior to on or before the Over-allotment Closing Date (Date, or on such other date as defined below)the Company and the Purchaser may agree, the Purchaser shall pay $1.00 1.50 per Additional Warrant, up to an aggregate amount of approximately $7,500900,000, by wire transfer of immediately available funds, to funds in accordance with the Trust AccountCompany’s wiring instructions. (ciii) The closing of the purchase and sale of the Warrants shall take place simultaneously with the closing of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”). The closing of the purchase and sale of the Additional Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the over-allotment option or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (such closing date, the “Over-allotment Closing Date” and 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 Warrants and the Additional Warrants shall take place at the offices of Xxxxxx Pxxx, Weiss, Rifkind, Wxxxxxx & Xxxxxxx Gxxxxxxx LLP, 000 Xxxx Xxxxxx1000 Xxxxxx xx xxx Xxxxxxxx, Xxxxx 0000Xxx Xxxx, Xxxxxxx, XxxxxXxx Xxxx, 00000, or such other place as may be agreed upon by the parties hereto.

Purchase and Sale of the Warrants. (ai) As payment in full for the 70,000 4,433,333 Warrants being purchased under this Agreement, each the Purchaser shall pay $70,000 6,650,000 (the “Purchase Price”), by wire transfer of immediately available funds, to the trust account (the “Trust Account”) at a financial institution to be chosen by funds in accordance with the Company, maintained by X.X. Xxxxxx Xxxxx Bank, N.A. with American Stock Transfer & Trust Company, LLC acting as trustee’s wiring instructions, at least one (1) business day prior to the Initial Closing Date (as defined below) effective date of the Registration Statement, or on such earlier time and other date as may be mutually agreed by the Purchase Company and the CompanyPurchaser may agree. (bii) In the event that the underwriters’ over-allotment option is exercised in full or in partfull, each the Purchaser shall purchase up to an additional 7,500 420,000 Warrants (the “Additional Warrants”), in the same proportion as the amount of the over-allotment option that is exercised, and simultaneously with such purchase of Additional Warrants, as payment in full for the Additional Warrants being purchased hereunder, and at least one (1) business day prior to the Overclosing of all or any portion of the over-allotment Closing Date (option, or on such other date as defined below)the Company and the Purchaser may agree, the Purchaser shall pay $1.00 1.50 per Additional Warrant, up to an aggregate amount of approximately $7,500630,000, by wire transfer of immediately available funds, to funds in accordance with the Trust AccountCompany’s wiring instructions. (ciii) The closing of the purchase and sale of the Warrants shall take place simultaneously with the closing of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”). The closing of the purchase and sale of the Additional Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the over-allotment option or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (such closing date, the “Over-allotment Closing Date” and 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 Warrants and the Additional Warrants shall take place at the offices of Xxxxxx Ellenoff Xxxxxxxx & Xxxxxxx Schole LLP, 000 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx, 00000, or such other place as may be agreed upon by the parties hereto.

Purchase and Sale of the Warrants. (ai) As payment in full for the 70,000 16,500,000 Warrants being purchased under this Agreement, each the Purchaser shall pay $70,000 16,500,000 (the “Purchase Price”), by wire transfer of immediately available funds, to the trust account (the “Trust Account”) at a financial institution to be chosen by funds in accordance with the Company, maintained by X.X. Xxxxxx Xxxxx Bank, N.A. with American Stock Transfer & Trust Company, LLC acting as trustee’s wiring instructions, at least one (1) business day prior to the Initial Closing Date (as defined below) closing of the Public Offering, or on such earlier time and other date as may be mutually agreed by the Purchase Company and the CompanyPurchaser may agree. (bii) In the event that the underwriters’ over-allotment option is exercised in full or in partfull, each the Purchaser shall purchase up to an additional 7,500 1,800,000 Warrants (the “Additional Warrants”), in the same proportion as the amount of the over-allotment option that is exercised, and simultaneously with such purchase of Additional Warrants, as payment in full for the Additional Warrants being purchased hereunder, and at least one (1) business day prior to the Overclosing of all or any portion of the over-allotment Closing Date (option, or on such other date as defined below)the Company and the Purchaser may agree, the Purchaser shall pay $1.00 per Additional Warrant, up to an aggregate amount of approximately $7,5001,800,000, by wire transfer of immediately available funds, to funds in accordance with the Trust AccountCompany’s wiring instructions. (ciii) The closing of the purchase and sale of the Warrants shall take place simultaneously with the closing of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”). The closing of the purchase and sale of the Additional Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the over-allotment option or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (such closing date, the “Over-allotment Closing Date” and 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 Warrants and the Additional Warrants shall take place at the offices of Xxxxxx Pxxx, Weiss, Rifkind, Wxxxxxx & Xxxxxxx Gxxxxxxx LLP, 000 Xxxx Xxxxxx1000 Xxxxxx xx xxx Xxxxxxxx, Xxxxx 0000Xxx Xxxx, Xxxxxxx, XxxxxXxx Xxxx, 00000, or such other place as may be agreed upon by the parties hereto.

Purchase and Sale of the Warrants. (ai) As payment in full for the 70,000 6,166,667 Warrants being purchased under this Agreement, each the Purchaser shall pay $70,000 9,250,000 (the “Purchase Price”), by wire transfer of immediately available funds, in the following amounts: (i) 1,750,000 to the Company at the financial institution chosen by the Company and (ii) 7,500,000 to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”) at a financial institution to be chosen by ), in each case, in accordance with the Company, maintained by X.X. Xxxxxx Xxxxx Bank, N.A. with American Stock Transfer & Trust Company, LLC acting as trustee’s wiring instructions, at least one (1) business day prior to the closing date of the Public Offering (the “Initial Closing Date (as defined below) Date”), or on such earlier time and date as may be mutually agreed by the Purchase Company and the CompanyPurchaser may agree. (bii) In Depending on the event that extent of the underwriters’ over-allotment option is exercised in full or in partexercised, each the Purchaser shall purchase up to an additional 7,500 675,000 Warrants (the “Additional Warrants”), in the same proportion as the amount of the over-allotment option that is exercised, and simultaneously . Simultaneously with such purchase of Additional Warrants, as payment in full for the Additional Warrants being purchased hereunder, and at least one (1) business day prior to the Overclosing of all or any portion of the over-allotment Closing Date (option, or on such earlier date as defined below)the Company and the Purchaser may agree, the Purchaser shall pay $1.00 1.50 per Additional WarrantWarrant so purchased, up to an aggregate amount of approximately $7,5001,012,500, by wire transfer of immediately available funds, funds to the Trust AccountAccount in accordance with the Company’s wiring instructions. (ciii) The closing of the purchase and sale of the Warrants shall take place simultaneously with the closing of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”). The closing of the purchase and sale of the Additional Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the over-allotment option or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (such closing date, the “Over-allotment Closing Date” and 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 Warrants and the Additional Warrants shall take place at the offices of Xxxxxx & Xxxxxxx Pxxx Xxxxxxxx LLP, 000 Xxxx 500 Xxxxx Xxxxxx Xxxxxx, Xxxxxx-Xxxxx 0000Xxxxx, Xxx Xxxxxxx, Xxxxx, Xxxxxxxxxx 00000, or such other place as may be agreed upon by the parties hereto.

Purchase and Sale of the Warrants. (ai) As payment in full for On the 70,000 Warrants being purchased under this Agreementdate of the consummation of the Public Offering or on such earlier date as may be mutually agreed upon by the Purchaser and the Company (the “Initial Closing Date”), each the Company shall issue and sell to the Purchaser, and the Purchaser shall pay purchase from the Company, 5,666,667 Warrants at a price of $70,000 1.50 per Warrant for an aggregate purchase price of $8,500,000.50 (the “Purchase Price”). At least one business day prior to the date of effectiveness of the Registration Statement (as defined above), the Purchaser shall pay the Purchase Price, by wire transfer of immediately available fundsfunds in accordance with the Company’s wiring instruction, to the a trust account (the “Trust Account”) at a financial institution to be chosen designated by the CompanyCompany at Bank of America, N.A., which Trust Account is maintained by X.X. Xxxxxx Xxxxx Bank, N.A. with American Continental Stock Transfer & Trust Company, LLC acting as trustee. On the Initial Closing Date, subject to immediately available funds in the amount of the Purchase Price having been deposited into the Trust Account by the Purchaser at least one (1) business day prior to the Initial Closing Date (as defined below) or date of effectiveness of the Registration Statement, the Company, at its option, shall deliver a certificate evidencing the Warrants purchased on such earlier time and date as may be mutually agreed by duly registered in the Purchase and Purchaser’s name to the CompanyPurchaser, or effect such delivery in book-entry form. (bii) In On the event that date of the over-allotment option is exercised in full or in partconsummation of each closing, each Purchaser shall purchase up to an additional 7,500 Warrants (the “Additional Warrants”)if any, in the same proportion as the amount of the over-allotment option that is exercised, and simultaneously in connection with such purchase of Additional Warrants, as payment in full for the Additional Warrants being purchased hereunder, and at least one (1) business day prior to the Over-allotment Closing Date (as defined below), Purchaser shall pay $1.00 per Additional Warrant, up to an aggregate amount of approximately $7,500, by wire transfer of immediately available funds, to the Trust Account. (c) The closing of the purchase and sale of the Warrants shall take place simultaneously with the closing of 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) together with the “Initial Closing Date, being sometimes referred to herein as a “Closing Date,” or the “Closing Dates”). The closing of , the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase and sale of from the Additional WarrantsCompany, 600,000 additional Warrants (or, if applicablethe over-allotment option is not being exercised in full on such Over-overallotment Closing Date, shall take place simultaneously with a lesser number of Warrants in proportion to the closing of all or any portion of the over-allotment option or on such earlier time and date as may be mutually agreed by that is then being exercised) at a price of $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). At least one business day prior to each Over-overallotment Closing Date, the Purchaser and shall pay the Company purchase price (such closing datewith respect to any Over-allotment Closing Date, the “Over-allotment Purchase Price”) for the Warrants being purchased on such Over-allotment Closing Date (such Over-allotment Purchase Price being equal to the number of Warrants to be purchased on such date multiplied by $1.50 per Warrant) by wire transfer of immediately available funds to the Trust Account in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date” and together with , subject to immediately available funds in the Initial amount of the Over-allotment Purchase Price having been deposited into the Trust Account by the Purchaser at least one business day prior to the applicable Over-allotment Closing Date, the “Closing Dates” and eachCompany shall, at its option, deliver a “Closing Date”). The closing of the purchase and sale of each of certificate evidencing the Warrants and purchased on such date duly registered in the Additional Warrants shall take place at Purchaser’s name to the offices of Xxxxxx & Xxxxxxx LLP, 000 Xxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx, 00000Purchaser, or effect such other place as may be agreed upon by the parties heretodelivery in book-entry form.

Purchase and Sale of the Warrants. (ai) As payment in full for On the 70,000 Warrants being purchased under this Agreementdate of the consummation of the Public Offering or on such earlier date as may be mutually agreed upon by the Purchaser and the Company (the “Initial Closing Date”), each the Company shall issue and sell to the Purchaser, and the Purchaser shall pay purchase from the Company, [•] Warrants at a price of $70,000 1.50 per Warrant for an aggregate purchase price of $[•] (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds, funds to the trust account (the “Trust Account”) at a financial institution to be chosen by the Company, maintained by X.X. Xxxxxx Xxxxx Bank, N.A. with American Stock Transfer & Trust Company, LLC acting as trustee, Company at least one (1) business day prior to the Initial Closing Date (as defined below) or 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 Warrants purchased on such earlier time and date as may be mutually agreed by duly registered in the Purchase and Purchaser’s name to the CompanyPurchaser, or effect such delivery in book-entry form. (bii) In On the event that date of the over-allotment option is exercised in full or in part, each Purchaser shall purchase up to an additional 7,500 Warrants (consummation of the “Additional Warrants”), in the same proportion as the amount closing of the over-allotment option that is exercised, and simultaneously in connection with such purchase of Additional Warrants, as payment in full for the Additional Warrants being purchased hereunder, and at least one (1) business day prior to the Over-allotment Closing Date (as defined below), Purchaser shall pay $1.00 per Additional Warrant, up to an aggregate amount of approximately $7,500, by wire transfer of immediately available funds, to the Trust Account. (c) The closing of the purchase and sale of the Warrants shall take place simultaneously with the closing of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”). The closing of the purchase and sale of the Additional Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the over-allotment option or on each such earlier time and date as may be mutually agreed by the Purchaser and the Company (such closing date, the an “Over-allotment Closing Date,” and and, each Over-allotment Closing Date (if any) together with the Initial Closing Date, being sometimes referred to herein as a “Closing Date,” or the “Closing Dates” ”), the Company shall issue and eachsell to the Purchaser, and the Purchaser shall purchase from the Company, up to [•] Warrants at a price of $1.50 per warrant for an aggregate purchase price of up to $[•] (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date”). The closing , upon the payment by the Purchaser of the purchase and sale Over-allotment Purchase Price by wire transfer of each of immediately available funds to the Company, the Company shall, at its option, deliver a certificate evidencing the Warrants and purchased on such date duly registered in the Additional Warrants shall take place at Purchaser’s name to the offices of Xxxxxx & Xxxxxxx LLP, 000 Xxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx, 00000Purchaser, or effect such other place as may be agreed upon by the parties heretodelivery in book-entry form.

Purchase and Sale of the Warrants. (ai) As payment in full for the 70,000 [•] Warrants being purchased under this Agreement, each the Purchaser shall pay $70,000 [•] (the “Purchase Price”), by wire transfer of immediately available funds, to the trust account (the “Trust Account”) at a financial institution to be chosen by funds in accordance with the Company, maintained by X.X. Xxxxxx Xxxxx Bank, N.A. with American Stock Transfer & Trust Company, LLC acting as trustee’s wiring instructions, at least one (1) business day prior to the Initial Closing Date (as defined below) effective date of the Registration Statement, or on such earlier time and other date as may be mutually agreed by the Purchase Company and the CompanyPurchaser may agree. (bii) In the event that the underwriters’ over-allotment option is exercised in full or in partfull, each the Purchaser shall purchase up to an additional 7,500 [•] Warrants (the “Additional Warrants”), in the same proportion as the amount of the over-allotment option that is exercised, and simultaneously with such purchase of Additional Warrants, as payment in full for the Additional Warrants being purchased hereunder, and at least one (1) business day prior to the Overclosing of all or any portion of the over-allotment Closing Date (option, or on such other date as defined below)the Company and the Purchaser may agree, the Purchaser shall pay $1.00 per Additional Warrant, up to an aggregate amount of approximately $7,500[•], by wire transfer of immediately available funds, to funds in accordance with the Trust AccountCompany’s wiring instructions. (ciii) The closing of the purchase and sale of the Warrants shall take place simultaneously with the closing of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”). The closing of the purchase and sale of the Additional Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the over-allotment option or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (such closing date, the “Over-allotment Closing Date” and 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 Warrants and the Additional Warrants shall take place at the offices of Xxxxxx Pxxx, Weiss, Rifkind, Wxxxxxx & Xxxxxxx Gxxxxxxx LLP, 000 Xxxx Xxxxxx1000 Xxxxxx xx xxx Xxxxxxxx, Xxxxx 0000Xxx Xxxx, Xxxxxxx, XxxxxXxx Xxxx, 00000, or such other place as may be agreed upon by the parties hereto.

Purchase and Sale of the Warrants. (ai) As payment in full for the 70,000 2,916,667 Warrants being purchased under this Agreement, each the Purchaser shall pay $70,000 4,375,000 (the “Purchase Price”), by wire transfer of immediately available funds, to the trust account (the “Trust Account”) at a financial institution to be chosen by funds in accordance with the Company, maintained by X.X. Xxxxxx Xxxxx Bank, N.A. with American Stock Transfer & Trust Company, LLC acting as trustee’s wiring instructions, at least one (1) business day prior to the Initial Closing Date (as defined below) effective date of the Registration Statement, or on such earlier time and other date as may be mutually agreed by the Purchase Company and the CompanyPurchaser may agree. (bii) In the event that the underwriters’ over-allotment option is exercised in full or in partfull, each the Purchaser shall purchase up to an additional 7,500 250,000 Warrants (the “Additional Warrants”), in the same proportion as the amount of the over-allotment option that is exercised, and simultaneously with such purchase of Additional Warrants, as payment in full for the Additional Warrants being purchased hereunder, and at least one (1) business day prior to the Overclosing of all or any portion of the over-allotment Closing Date (option, or on such other date as defined below)the Company and the Purchaser may agree, the Purchaser shall pay $1.00 1.50 per Additional Warrant, up to an aggregate amount of approximately $7,500375,000, by wire transfer of immediately available funds, to funds in accordance with the Trust AccountCompany’s wiring instructions. (ciii) The closing of the purchase and sale of the Warrants shall take place simultaneously with the closing of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”). The closing of the purchase and sale of the Additional Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the over-allotment option or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (such closing date, the “Over-allotment Closing Date” and 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 Warrants and the Additional Warrants shall take place at the offices of Xxxxxx & Xxxxxxx Sidley Austin LLP, 000 Xxxx 0 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx, Xxxxxxxx 00000, or such other place as may be agreed upon by the parties hereto.

Purchase and Sale of the Warrants. (ai) As payment in full for the 70,000 13,000,000 Warrants being purchased under this Agreement, each the Purchaser shall pay $70,000 13,000,000 (the “Purchase Price”), by wire transfer of immediately available funds, to the trust account (the “Trust Account”) at a financial institution to be chosen by funds in accordance with the Company, maintained by X.X. Xxxxxx Xxxxx Bank, N.A. with American Stock Transfer & Trust Company, LLC acting as trustee’s wiring instructions, at least one (1) business day prior to the Initial Closing Date (as defined below) effective date of the Registration Statement, or on such earlier time and other date as may be mutually agreed by the Purchase Company and the CompanyPurchaser may agree. (bii) In the event that the underwriters’ over-allotment option is exercised in full or in partfull, each the Purchaser shall purchase up to an additional 7,500 1,800,000 Warrants (the “Additional Warrants”), in the same proportion as the amount of the over-allotment option that is exercised, and simultaneously with such purchase of Additional Warrants, as payment in full for the Additional Warrants being purchased hereunder, and at least one (1) business day prior to the Overclosing of all or any portion of the over-allotment Closing Date (option, or on such other date as defined below)the Company and the Purchaser may agree, the Purchaser shall pay $1.00 per Additional Warrant, up to an aggregate amount of approximately $7,5001,800,000, by wire transfer of immediately available funds, to funds in accordance with the Trust AccountCompany’s wiring instructions. (ciii) The closing of the purchase and sale of the Warrants shall take place simultaneously with the closing of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”). The closing of the purchase and sale of the Additional Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the over-allotment option or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (such closing date, the “Over-allotment Closing Date” and 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 Warrants and the Additional Warrants shall take place at the offices of Xxxxxx Pxxx, Weiss, Rifkind, Wxxxxxx & Xxxxxxx Gxxxxxxx LLP, 000 Xxxx Xxxxxx1000 Xxxxxx xx xxx Xxxxxxxx, Xxxxx 0000Xxx Xxxx, Xxxxxxx, XxxxxXxx Xxxx, 00000, or such other place as may be agreed upon by the parties hereto.

Purchase and Sale of the Warrants. (a) As payment in full for the 70,000 7,850,000 Warrants being purchased under this Agreement, each Purchaser shall pay $70,000 7,850,000 (the “Purchase Price”), by wire transfer of immediately available funds, to the trust account (the “Trust Account”) at a financial institution to be chosen by the Company, maintained by X.X. Xxxxxx Xxxxx Bank, N.A. with American Continental Stock Transfer & Trust Company, LLC Company acting as trustee, at least one (1) business day prior to the Initial Closing Date (as defined below) or on such earlier time and date as may be mutually agreed by the Purchase Purchaser and the Company. (b) In the event that the over-allotment option is exercised in full or in part, each the Purchaser shall purchase up to an additional 7,500 787,500 Warrants (the “Additional Warrants”), in the same proportion as the amount of the over-allotment option that is exercised, and simultaneously with such purchase of Additional Warrants, as payment in full for the Additional Warrants being purchased hereunder, and at least one (1) business day prior to the Over-allotment Closing Date (as defined below), Purchaser shall pay $1.00 per Additional Warrant, up to an aggregate amount of approximately $7,500525,000, by wire transfer of immediately available funds, to the Trust Account. (c) The closing of the purchase and sale of the Warrants shall take place simultaneously with the closing of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”). The closing of the purchase and sale of the Additional Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the over-allotment option or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (such closing date, the “Over-allotment Closing Date” and 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 Warrants and the Additional Warrants shall take place at the offices of Xxxxxx & Xxxxxxx Sidley Austin LLP, 000 Xxxx Xxxxxx0000 Xxxxxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx, 00000, or such other place as may be agreed upon by the parties hereto.

Purchase and Sale of the Warrants. (ai) As payment in full for the 70,000 4,666,667 Warrants being purchased under this Agreement, each the Purchaser shall pay $70,000 7,000,000 (the “Purchase Price”), by wire transfer of immediately available funds, to the trust account (the “Trust Account”) at a financial institution to be chosen by funds in accordance with the Company, maintained by X.X. Xxxxxx Xxxxx Bank, N.A. with American Stock Transfer & Trust Company, LLC acting as trustee’s wiring instructions, at least one (1) business day prior to the Initial Closing Date (as defined below) effective date of the Registration Statement, or on such earlier time and other date as may be mutually agreed by the Purchase Company and the CompanyPurchaser may agree. (bii) In the event that the underwriters’ over-allotment option is exercised in full or in partfull, each the Purchaser shall purchase up to an additional 7,500 500,000 Warrants (the “Additional Warrants”), in the same proportion as the amount of the over-allotment option that is exercised, and simultaneously with such purchase of Additional Warrants, as payment in full for the Additional Warrants being purchased hereunder, and at least one (1) business day prior to the Overclosing of all or any portion of the over-allotment Closing Date (option, or on such other date as defined below)the Company and the Purchaser may agree, the Purchaser shall pay $1.00 1.50 per Additional Warrant, up to an aggregate amount of approximately $7,500750,000, by wire transfer of immediately available funds, to funds in accordance with the Trust AccountCompany’s wiring instructions. (ciii) The closing of the purchase and sale of the Warrants shall take place simultaneously with the closing of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”). The closing of the purchase and sale of the Additional Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the over-allotment option or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (such closing date, the “Over-allotment Closing Date” and 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 Warrants and the Additional Warrants shall take place at the offices of Xxxxxx Ellenoff Gxxxxxxx & Xxxxxxx Schole LLP, 000 1000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx, 00000, or such other place as may be agreed upon by the parties hereto.

Purchase and Sale of the Warrants. (ai) As payment in full for the 70,000 3,900,000 Warrants being purchased under this Agreement, each the Purchaser shall pay $70,000 5,850,000 (the “Purchase Price”), by wire transfer of immediately available funds, in the following amounts: (i) $2,250,000 to the Company at the financial institution chosen by the Company and (ii) $3,600,000 to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”) at a financial institution to be chosen by ), in each case, in accordance with the Company, maintained by X.X. Xxxxxx Xxxxx Bank, N.A. with American Stock Transfer & Trust Company, LLC acting as trustee’s wiring instructions, at least one (1) business day prior to the closing date of the Public Offering (the “Initial Closing Date (as defined below) Date”), or on such earlier time and date as may be mutually agreed by the Purchase Company and the CompanyPurchaser may agree. (bii) In Depending on the event that extent of the underwriters’ over-allotment option is exercised in full or in partexercised, each the Purchaser shall purchase up to an additional 7,500 360,000 Warrants (the “Additional Warrants”), in the same proportion as the amount of the over-allotment option that is exercised, and simultaneously . Simultaneously with such purchase of Additional Warrants, as payment in full for the Additional Warrants being purchased hereunder, and at least one (1) business day prior to the Overclosing of all or any portion of the over-allotment Closing Date (option, or on such earlier date as defined below)the Company and the Purchaser may agree, the Purchaser shall pay $1.00 1.50 per Additional WarrantWarrant so purchased, up to an aggregate amount of approximately $7,500540,000, by wire transfer of immediately available funds, funds to the Trust AccountAccount in accordance with the Company’s wiring instructions. (ciii) The closing of the purchase and sale of the Warrants shall take place simultaneously with the closing of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”). The closing of the purchase and sale of the Additional Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the over-allotment option or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (such closing date, the “Over-allotment Closing Date” and 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 Warrants and the Additional Warrants shall take place at the offices of Xxxxxx & Xxxxxxx Xxxx Xxxxxxxx LLP, 000 Xxxx Xxxxx Xxxxxx Xxxxxx, Xxxxxx-Xxxxx 0000Xxxxx, Xxx Xxxxxxx, Xxxxx, Xxxxxxxxxx 00000, or such other place as may be agreed upon by the parties hereto.

Purchase and Sale of the Warrants. (ai) As payment in full for the 70,000 6,000,000 Warrants being purchased under this Agreement, each the Purchaser shall pay $70,000 6,000,000 (the “Purchase Price”), by wire transfer of immediately available funds, to the trust account (the “Trust Account”) at a financial institution to be chosen by funds in accordance with the Company, maintained by X.X. Xxxxxx Xxxxx Bank, N.A. with American Stock Transfer & Trust Company, LLC acting as trustee’s wiring instructions, at least one (1) business day prior to the Initial Closing Date (as defined below) closing of the Public Offering, or on such earlier time and other date as may be mutually agreed by the Purchase Company and the CompanyPurchaser may agree. (bii) In the event that the underwriters’ over-allotment option is exercised in full or in partfull, each the Purchaser shall purchase up to an additional 7,500 540,000 Warrants (the “Additional Warrants”), in the same proportion as the amount of the over-allotment option that is exercised, and simultaneously with such purchase of Additional Warrants, as payment in full for the Additional Warrants being purchased hereunder, and at least one (1) business day prior to the Overclosing of all or any portion of the over-allotment Closing Date (option, or on such other date as defined below)the Company and the Purchaser may agree, the Purchaser shall pay $1.00 per Additional Warrant, up to an aggregate amount of approximately $7,500540,000, by wire transfer of immediately available funds, to funds in accordance with the Trust AccountCompany’s wiring instructions. (ciii) The closing of the purchase and sale of the Warrants shall take place simultaneously with the closing of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”). The closing of the purchase and sale of the Additional Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the over-allotment option or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (such closing date, the “Over-allotment Closing Date” and 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 Warrants and the Additional Warrants shall take place at the offices of Xxxxxx Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxx Xxxxxxxx LLP, 000 Xxxx Xxxxxx0000 Xxxxxx xx xxx Xxxxxxxx, Xxxxx 0000Xxx Xxxx, Xxxxxxx, XxxxxXxx Xxxx, 00000, or such other place as may be agreed upon by the parties hereto.

Purchase and Sale of the Warrants. (ai) As payment in full for the 70,000 5,000,000 Warrants being purchased under this Agreement, each the Purchaser shall pay $70,000 7,500,000 (the “Purchase Price”), by wire transfer of immediately available funds, in the following amounts: (i) $2,500,000 to the Company at the financial institution chosen by the Company and (ii) $5,000,000 to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”) at a financial institution to be chosen by ), in each case, in accordance with the Company, maintained by X.X. Xxxxxx Xxxxx Bank, N.A. with American Stock Transfer & Trust Company, LLC acting as trustee’s wiring instructions, at least one (1) business day prior to the closing date of the Public Offering (the “Initial Closing Date (as defined below) Date”), or on such earlier time and date as may be mutually agreed by the Purchase Company and the CompanyPurchaser may agree. (bii) In Depending on the event that extent of the underwriters’ over-allotment option is exercised in full or in partexercised, each the Purchaser shall purchase up to an additional 7,500 500,000 Warrants (the “Additional Warrants”), in the same proportion as the amount of the over-allotment option that is exercised, and simultaneously . Simultaneously with such purchase of Additional Warrants, as payment in full for the Additional Warrants being purchased hereunder, and at least one (1) business day prior to the Overclosing of all or any portion of the over-allotment Closing Date (option, or on such earlier date as defined below)the Company and the Purchaser may agree, the Purchaser shall pay $1.00 1.50 per Additional WarrantWarrant so purchased, up to an aggregate amount of approximately $7,500750,000, by wire transfer of immediately available funds, funds to the Trust AccountAccount in accordance with the Company’s wiring instructions. (ciii) The closing of the purchase and sale of the Warrants shall take place simultaneously with the closing of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”). The closing of the purchase and sale of the Additional Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the over-allotment option or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (such closing date, the “Over-allotment Closing Date” and 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 Warrants and the Additional Warrants shall take place at the offices of Xxxxxx & Xxxxxxx Pxxx Xxxxxxxx LLP, 000 Xxxx 500 Xxxxx Xxxxxx Xxxxxx, Xxxxxx-Xxxxx 0000Xxxxx, Xxx Xxxxxxx, Xxxxx, Xxxxxxxxxx 00000, or such other place as may be agreed upon by the parties hereto.

Purchase and Sale of the Warrants. (ai) As payment in full for the 70,000 2,099,999 Warrants being purchased under this Agreement, each the Purchaser shall pay $70,000 3,149,998.50 (the “Purchase Price”), by wire transfer of immediately available funds, to the trust account (the “Trust Account”) at a financial institution to be chosen by funds in accordance with the Company, maintained by X.X. Xxxxxx Xxxxx Bank, N.A. with American Stock Transfer & Trust Company, LLC acting as trustee’s wiring instructions, at least one (1) business day prior to the Initial Closing Date (as defined below) effective date of the Registration Statement, or on such earlier time and other date as may be mutually agreed by the Purchase Company and the CompanyPurchaser may agree. (bii) In the event that the underwriters’ over-allotment option is exercised in full or in partfull, each the Purchaser shall purchase up to an additional 7,500 285,000 Warrants (the “Additional Warrants”), in the same proportion as the amount of the over-allotment option that is exercised, and simultaneously with such purchase of Additional Warrants, as payment in full for the Additional Warrants being purchased hereunder, and at least one (1) business day prior to the Overclosing of all or any portion of the over-allotment Closing Date (option, or on such other date as defined below)the Company and the Purchaser may agree, the Purchaser shall pay $1.00 1.50 per Additional Warrant, up to an aggregate amount of approximately $7,500427,500, by wire transfer of immediately available funds, to funds in accordance with the Trust AccountCompany’s wiring instructions. (ciii) The closing of the purchase and sale of the Warrants shall take place simultaneously with the closing of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”). The closing of the purchase and sale of the Additional Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the over-allotment option or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (such closing date, the “Over-allotment Closing Date” and 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 Warrants and the Additional Warrants shall take place at the offices of Xxxxxx & Xxxxxxx Sidley Austin LLP, 000 Xxxx 0 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx, Xxxxxxxx 00000, or such other place as may be agreed upon by the parties hereto.

Purchase and Sale of the Warrants. (a) As payment in full for the 70,000 Warrants being purchased under this Agreement, each Purchaser shall pay $70,000 (the “Purchase Price”), by wire transfer of immediately available funds, to the trust account (the “Trust Account”) at a financial institution to be chosen by the Company, maintained by X.X. Xxxxxx Xxxxx Bank, N.A. with American Stock Transfer & Trust Company, LLC acting as trustee, at least one (1) business day prior to the Initial Closing Date (as defined below) or on such earlier time and date as may be mutually agreed by the Purchase and the Company. (b) In the event that the over-allotment option is exercised in full or in part, each Purchaser shall purchase up to an additional 7,500 Warrants (the “Additional Warrants”), in the same proportion as the amount of the over-allotment option that is exercised, and simultaneously with such purchase of Additional Warrants, as payment in full for the Additional Warrants being purchased hereunder, and at least one (1) business day prior to the Over-allotment Closing Date (as defined below), Purchaser shall pay $1.00 per Additional Warrant, up to an aggregate amount of approximately $7,500, by wire transfer of immediately available funds, to the Trust Account. (c) The closing of the purchase and sale of the Warrants shall take place simultaneously Simultaneously with the closing 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 closing , the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, _________ Warrants at a price of $1.00 per warrant for an aggregate purchase price of $______ (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions.[On or promptly after the Initial Closing Date, subject to the payment by the Purchaser of the purchase and sale Purchase Price on the Initial Closing Date by wire transfer of immediately available funds to the Additional WarrantsCompany, if applicablethe Company, at its option, shall take place simultaneously deliver a certificate evidencing the Warrants purchased on the Initial Closing Date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. [Simultaneously with the consummation of each closing of all or any portion 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 closing date, the an “Over-allotment Closing Date,” and together with each Over-allotment Closing Date (if any) and the Initial Closing Date, the “Closing Dates” and each, 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 _________ Warrants at a price of $1.00 per warrant for an aggregate purchase price of up to $_______ (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions. The closing On or promptly after the Over-allotment Closing Date, subject to the payment by the Purchaser of the purchase and sale Over-allotment Purchase Price on the Over-allotment Closing Date by wire transfer of each of immediately available funds to the Company, the Company shall, at its option, deliver a certificate evidencing the Warrants and purchased on such date duly registered in the Additional Warrants shall take place at Purchaser’s name to the offices of Xxxxxx & Xxxxxxx LLP, 000 Xxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx, 00000Purchaser, or effect such other place as may be agreed upon by the parties heretodelivery in book-entry form.]*

Purchase and Sale of the Warrants. (a) As payment in full for the 70,000 510,000 GSAM Warrants being purchased under this Agreement, each Purchaser shall pay $70,000 765,000 (the “Purchase Price”), by wire transfer of immediately available fundsfunds or by such other method as may be reasonably acceptable to the Company, to the trust account (the “Trust Account”) at a financial institution to be chosen by the Company, maintained by X.X. Xxxxxx Xxxxx Xxxxxxx Bank, N.A. with American Stock Transfer & Trust Company, LLC LLC, a New York Limited liability trust company, acting as trustee, at least one (1) business day prior to on the Initial Closing Date (as defined below) or on such earlier time and date as may be mutually agreed by the Purchase and the Companyherein). (b) In the event that the over-allotment option is exercised in full or in part, each Purchaser shall purchase up to an additional 7,500 54,000 GSAM Warrants (the “Additional GSAM Warrants”), in the same proportion as the amount of the over-allotment option that is exercised, and simultaneously with such purchase of Additional GSAM Warrants, as payment in full for the Additional GSAM Warrants being purchased hereunder, and at least one (1) business day prior to on the Overclosing of all or any portion of the over-allotment Closing Date (as defined below)option, Purchaser shall pay $1.00 1.50 per Additional GSAM Warrant, up to an aggregate amount of approximately $7,50081,000, by wire transfer of immediately available fundsfunds or by such other method as may be reasonably acceptable to the Company, to the Trust Account. (c) The closing of the purchase and sale of the GSAM Warrants shall take place simultaneously with the closing of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”). The closing of the purchase and sale of the Additional GSAM Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the over-allotment option or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (such closing date, the “Over-allotment Closing Date” and together with the Initial Closing Date, the “Closing Dates” and each, a “Closing Date”). The parties agree that the Purchaser shall not be required to deliver payment for the Warrants until immediately after the Warrants have been issued by the Company to the Purchaser in accordance with the terms of this Agreement. The closing of the purchase and sale of each of the GSAM Warrants and the Additional GSAM Warrants shall take place at the offices of Xxxxxx & Xxxxxxx LLP, 000 Xxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx, Xxxxx 00000, or such other place as may be agreed upon by the parties hereto.

Purchase and Sale of the Warrants. (ai) As payment in full for the 70,000 29,000,000 Warrants being purchased under this Agreement, each the Purchaser shall pay $70,000 29,00,000 (the “Purchase Price”), by wire transfer of immediately available funds, to the trust account (the “Trust Account”) at a financial institution to be chosen by funds in accordance with the Company, maintained by X.X. Xxxxxx Xxxxx Bank, N.A. with American Stock Transfer & Trust Company, LLC acting as trustee’s wiring instructions, at least one (1) business day prior to the Initial Closing Date (as defined below) effective date of the Registration Statement, or on such earlier time and other date as may be mutually agreed by the Purchase Company and the CompanyPurchaser may agree. (bii) In the event that the underwriters’ over-allotment option is exercised in full or in partfull, each the Purchaser shall purchase up to an additional 7,500 3,600,000 Warrants (the “Additional Warrants”), in the same proportion as the amount of the over-allotment option that is exercised, and simultaneously with such purchase of Additional Warrants, as payment in full for the Additional Warrants being purchased hereunder, and at least one (1) business day prior to the Overclosing of all or any portion of the over-allotment Closing Date (option, or on such other date as defined below)the Company and the Purchaser may agree, the Purchaser shall pay $1.00 per Additional Warrant, up to an aggregate amount of approximately $7,5003,600,000, by wire transfer of immediately available funds, to funds in accordance with the Trust AccountCompany’s wiring instructions. (ciii) The closing of the purchase and sale of the Warrants shall take place simultaneously with the closing of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”). The closing of the purchase and sale of the Additional Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the over-allotment option or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (such closing date, the “Over-allotment Closing Date” and 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 Warrants and the Additional Warrants shall take place at the offices of Xxxxxx Weil, Gotshal & Xxxxxxx Mxxxxx LLP, 000 Xxxx 700 Xxxxx Xxxxxx, Xxxxx 0000Xxx Xxxx, Xxxxxxx, XxxxxXxx Xxxx, 00000, or such other place as may be agreed upon by the parties hereto.