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

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering, the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 13,035,500 Private Placement Warrants (the “Initial Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant for an aggregate purchase price of $13,035,500 (the “Purchase Price”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds in accordance with the Company’s wiring instructions at least one (1) business day prior to the effective date of the Registration Statement, or on such other date as the Company and the Purchaser may agree. (ii) In the event that the underwriters’ option to purchase additional units is exercised in full, the Purchaser shall purchase up to an additional 1,500,000 Private Placement Warrants (the “Additional Private Placement Warrants”), in the same proportion as the amount of the option to purchase additional units that is exercised and, simultaneously with such purchase of Additional Private Placement Warrants, as payment in full for the Additional Private Placement Warrants being purchased hereunder, and at least one (1) business day prior to the closing of all or any portion of the option to purchase additional units, or on such other date as the Company and the Purchaser may agree, the Purchaser shall pay $1.00 per Additional Private Placement Warrant, up to an aggregate amount of $1,500,000, by wire transfer of immediately available funds in accordance with the Company’s wiring instructions. (iii) The closing of the purchase and sale of the Initial Private Placement Warrants shall take place simultaneously with the closing of the Public Offering (the “Initial Closing Date”). The closing of the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the option to purchase additional units (such closing date, together with the Initial Closing Date, the “Closing Dates” and, each, a “Closing Date”). The closing of the purchase and sale of each of the Initial Private Placement Warrants and the Additional Private Placement Warrants shall take place at the offices of ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, or such other place as may be agreed upon by the parties hereto.

Purchase and Sale of the Private Placement Warrants. (i) On As payment in full for the date of the consummation of the Public Offering6,833,333 Private Placement Warrants being purchased under this Agreement, the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 13,035,500 Private Placement Warrants (the “Initial Private Placement Warrants”) at a price of pay $1.00 per Private Placement Warrant for an aggregate purchase price of $13,035,500 6,833,333 (the “Purchase Price”). The Purchaser shall pay the Purchase Price , by wire transfer of immediately available funds in accordance with or by such other method as may be reasonably acceptable to the Company’s wiring instructions , to the trust account (the “Trust Account”) at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, at least one (1) business day prior to the effective date of effectiveness of the Registration Statement, or on such other date as the Company and the Purchaser may agree. (ii) In the event that the underwriters’ over-allotment option to purchase additional units is exercised in fullfull or in part, the Purchaser shall purchase up to an 729,356 additional 1,500,000 Private Placement Warrants (the “Additional Private Placement Warrants”), in the same proportion as the amount of the over-allotment option to purchase additional units that is exercised andexercised, and simultaneously with such purchase of Additional Private Placement Warrants, as payment in full for the Additional Private Placement Warrants being purchased hereunder, and at least one (1) business day prior to the closing of all or any portion of the option to purchase additional units, or on such other date as the Company and the Purchaser may agreeover-allotment option, the Purchaser shall pay $1.00 per Additional Private Placement Warrant, up to an aggregate amount of $1,500,000729,356, by wire transfer of immediately available funds in accordance with or by such other method as may be reasonably acceptable to the Company’s wiring instructions, to the Trust Account. (iii) The closing of the purchase and sale of the Initial Private Placement Warrants shall take place simultaneously with the closing of the Public Offering (the “Initial Closing Date”). The closing of the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the over-allotment option to purchase additional units (such closing date, together with the Initial Closing Date, the “Closing Dates” and, and each, a “Closing Date”). The closing of the purchase and sale of each of the Initial Private Placement Warrants and the Additional Private Placement Warrants shall take place at the offices of ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, or such other place as may be agreed upon by the parties hereto.

Purchase and Sale of the Private Placement Warrants. (i) On As payment in full for the date of the consummation of the Public Offering, the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 13,035,500 1,100,000 Private Placement Warrants (the “Initial Private Placement Warrants”) at a price of being purchased under this Agreement, Purchaser shall pay $1.00 per Private Placement Warrant for an aggregate purchase price of $13,035,500 1,100,000 (the “Purchase Price”). The Purchaser shall pay the Purchase Price , by wire transfer of immediately available funds in accordance with or by such other method as may be reasonably acceptable to the Company’s wiring instructions , to the trust account (the “Trust Account”) at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, at least one (1) business day prior to the effective date of effectiveness of the Registration Statement, or on such other date as the Company and the Purchaser may agree. (ii) In the event that the underwriters’ option to purchase additional units is exercised in full, the Purchaser shall purchase up to an additional 1,500,000 Private Placement Warrants (the “Additional Private Placement Warrants”), in the same proportion as the amount of the option to purchase additional units that is exercised and, simultaneously with such purchase of Additional Private Placement Warrants, as payment in full for the Additional Private Placement Warrants being purchased hereunder, and at least one (1) business day prior to the closing of all or any portion of the option to purchase additional units, or on such other date as the Company and the Purchaser may agree, the Purchaser shall pay $1.00 per Additional Private Placement Warrant, up to an aggregate amount of $1,500,000, by wire transfer of immediately available funds in accordance with the Company’s wiring instructions. (iii) The closing of the purchase and sale of the Initial Private Placement Warrants shall take place simultaneously with the closing of the Public Offering (the “Initial Closing Date”). The closing of the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the over-allotment option to purchase additional units (such closing date, together with the Initial Closing Date, the “Closing Dates” and, and each, a “Closing Date”). The closing of the purchase and sale of each of the Initial Private Placement Warrants and the Additional Private Placement Warrants shall take place at the offices of ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, or such other place as may be agreed upon by the parties hereto.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering, the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 13,035,500 11,750,000 Private Placement Warrants (the “Initial Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant for an aggregate purchase price of $13,035,500 11,750,000 (the “Purchase Price”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds in accordance with the Company’s wiring instructions at least one (1) business day prior to the effective date of the Registration Statement, or on such other date as the Company and the Purchaser may agree. (ii) In the event that the underwriters’ option to purchase additional units is exercised in full, the Purchaser shall purchase up to an additional 1,500,000 1,350,000 Private Placement Warrants (the “Additional Private Placement Warrants”), in the same proportion as the amount of the option to purchase additional units that is exercised and, simultaneously with such purchase of Additional Private Placement Warrants, as payment in full for the Additional Private Placement Warrants being purchased hereunder, and at least one (1) business day prior to the closing of all or any portion of the option to purchase additional units, or on such other date as the Company and the Purchaser may agree, the Purchaser shall pay $1.00 per Additional Private Placement Warrant, up to an aggregate amount of $1,500,0001,350,000, by wire transfer of immediately available funds in accordance with the Company’s wiring instructions. (iii) The closing of the purchase and sale of the Initial Private Placement Warrants shall take place simultaneously with the closing of the Public Offering (the “Initial Closing Date”). The closing of the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the option to purchase additional units (such closing date, together with the Initial Closing Date, the “Closing Dates” and, each, a “Closing Date”). The closing of the purchase and sale of each of the Initial Private Placement Warrants and the Additional Private Placement Warrants shall take place at the offices of ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, or such other place as may be agreed upon by the parties hereto.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering, the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 13,035,500 6,000,000 Private Placement Warrants (the “Initial Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant warrant for an aggregate purchase price of $13,035,500 6,000,000 (the “Purchase Price”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds in accordance with the Company’s wiring instructions at least one (1) business day prior to the effective date of the Registration Statement, or on such other date as the Company and the Purchaser may agree. (ii) In the event that the underwriters’ option to purchase additional units is exercised in full, the Purchaser shall purchase up to an additional 1,500,000 600,000 Private Placement Warrants (the “Additional Private Placement Warrants”), in the same proportion as the amount of the option to purchase additional units that is exercised and, simultaneously with such purchase of Additional Private Placement Warrants, as payment in full for the Additional Private Placement Warrants being purchased hereunder, and at least one (1) business day prior to the closing of all or any portion of the option to purchase additional units, or on such other date as the Company and the Purchaser may agree, the Purchaser shall pay $1.00 per Additional Private Placement Warrant, up to an aggregate amount of $1,500,000600,000, by wire transfer of immediately available funds in accordance with the Company’s wiring instructions. (iii) The closing of the purchase and sale of the Initial Private Placement Warrants shall take place simultaneously with the closing of the Public Offering (the “Initial Closing Date”). The closing of the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the option to purchase additional units (such closing date, together with the Initial Closing Date, the “Closing Dates” and, each, a “Closing Date”). The closing of the purchase and sale of each of the Initial Private Placement Warrants and the Additional Private Placement Warrants shall take place at the offices of ▇P▇▇▇, Weiss, Rifkind, ▇W▇▇▇▇▇▇ & ▇G▇▇▇▇▇▇▇ LLP, ▇1▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, or such other place as may be agreed upon by the parties hereto.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering, the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 13,035,500 3,666,667 Private Placement Warrants (the “Initial Private Placement Warrants”) at a price of $1.00 1.50 per Private Placement Warrant warrant for an aggregate purchase price of $13,035,500 5,500,000 (the “Purchase Price”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds in accordance with the Company’s wiring instructions at least one (1) business day prior to the effective date of the Registration Statement, or on such other date as the Company and the Purchaser may agree. (ii) In the event that the underwriters’ option to purchase additional units is exercised in full, the Purchaser shall purchase up to an additional 1,500,000 300,000 Private Placement Warrants (the “Additional Private Placement Warrants”), in the same proportion as the amount of the option to purchase additional units that is exercised and, simultaneously with such purchase of Additional Private Placement Warrants, as payment in full for the Additional Private Placement Warrants being purchased hereunder, and at least one (1) business day prior to the closing of all or any portion of the option to purchase additional units, or on such other date as the Company and the Purchaser may agree, the Purchaser shall pay $1.00 1.50 per Additional Private Placement Warrant, up to an aggregate amount of $1,500,000450,000, by wire transfer of immediately available funds in accordance with the Company’s wiring instructions. (iii) The closing of the purchase and sale of the Initial Private Placement Warrants shall take place simultaneously with the closing of the Public Offering (the “Initial Closing Date”). The closing of the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the option to purchase additional units (such closing date, together with the Initial Closing Date, the “Closing Dates” and, each, a “Closing Date”). The closing of the purchase and sale of each of the Initial Private Placement Warrants and the Additional Private Placement Warrants shall take place at the offices of ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, or such other place as may be agreed upon by the parties hereto.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering, the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 13,035,500 8,000,000 Private Placement Warrants (the “Initial Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant warrant for an aggregate purchase price of $13,035,500 8,000,000 (the “Purchase Price”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds in accordance with the Company’s wiring instructions at least one (1) business day prior to the effective date of the Registration Statement, or on such other date as the Company and the Purchaser may agree. (ii) In the event that the underwriters’ option to purchase additional units is exercised in full, the Purchaser shall purchase up to an additional 1,500,000 900,000 Private Placement Warrants (the “Additional Private Placement Warrants”), in the same proportion as the amount of the option to purchase additional units that is exercised and, simultaneously with such purchase of Additional Private Placement Warrants, as payment in full for the Additional Private Placement Warrants being purchased hereunder, and at least one (1) business day prior to the closing of all or any portion of the option to purchase additional units, or on such other date as the Company and the Purchaser may agree, the Purchaser shall pay $1.00 per Additional Private Placement Warrant, up to an aggregate amount of $1,500,000900,000, by wire transfer of immediately available funds in accordance with the Company’s wiring instructions. (iii) The closing of the purchase and sale of the Initial Private Placement Warrants shall take place simultaneously with the closing of the Public Offering (the “Initial Closing Date”). The closing of the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the option to purchase additional units (such closing date, together with the Initial Closing Date, the “Closing Dates” and, each, a “Closing Date”). The closing of the purchase and sale of each of the Initial Private Placement Warrants and the Additional Private Placement Warrants shall take place at the offices of ▇P▇▇▇, Weiss, Rifkind, ▇W▇▇▇▇▇▇ & ▇G▇▇▇▇▇▇▇ LLP, ▇1▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, or such other place as may be agreed upon by the parties hereto.

Purchase and Sale of the Private Placement Warrants. (i) On As payment in full for the date of the consummation of the Public Offering, the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 13,035,500 6,895,000 Private Placement Warrants (the “Initial Private Placement Warrants”) at a price of being purchased under this Agreement, Purchaser shall pay $1.00 per Private Placement Warrant for an aggregate purchase price of $13,035,500 6,895,000 (the “Purchase Price”). The Purchaser shall pay the Purchase Price , by wire transfer of immediately available funds in accordance with or by such other method as may be reasonably acceptable to the Company’s wiring instructions , to the trust account (the “Trust Account”) at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, at least one (1) business day prior to the effective date of effectiveness of the Registration Statement, or on such other date as the Company and the Purchaser may agree. (ii) In the event that the underwriters’ over-allotment option to purchase additional units is exercised in fullfull or in part, the Purchaser shall purchase up to an additional 1,500,000 337,500 Private Placement Warrants (the “Additional Private Placement Warrants”), in the same proportion as the amount of the over-allotment option to purchase additional units that is exercised andexercised, and simultaneously with such purchase of Additional Private Placement Warrants, as payment in full for the Additional Private Placement Warrants being purchased hereunder, and at least one (1) business day prior to the closing of all or any portion of the option to purchase additional unitsover-allotment option, or on such other date as the Company and the Purchaser may agree, the Purchaser shall pay $1.00 per Additional Private Placement Warrant, up to an aggregate amount of $1,500,000337,500, by wire transfer of immediately available funds in accordance with or by such other method as may be reasonably acceptable to the Company’s wiring instructions, to the Trust Account. (iii) The closing of the purchase and sale of the Initial Private Placement Warrants shall take place simultaneously with the closing of the Public Offering (the “Initial Closing Date”). The closing of the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the over-allotment option to purchase additional units (such closing date, together with the Initial Closing Date, the “Closing Dates” and, and each, a “Closing Date”). The closing of the purchase and sale of each of the Initial Private Placement Warrants and the Additional Private Placement Warrants shall take place at the offices of ▇▇▇▇, Weiss, Rifkind, Ellenoff G▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ Schole LLP, ▇1▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, or such other place as may be agreed upon by the parties hereto.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering, the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 13,035,500 5,500,000 Private Placement Warrants (the “Initial Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant for an aggregate purchase price of $13,035,500 5,500,000 (the “Purchase Price”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds in accordance with the Company’s wiring instructions at least one (1) business day prior to the effective date of the Registration Statement, or on such other date as the Company and the Purchaser may agree. (ii) In the event that the underwriters’ option to purchase additional units is exercised in full, the Purchaser shall purchase up to an additional 1,500,000 225,000 Private Placement Warrants (the “Additional Private Placement Warrants”), in the same proportion as the amount of the option to purchase additional units that is exercised and, simultaneously with such purchase of Additional Private Placement Warrants, as payment in full for the Additional Private Placement Warrants being purchased hereunder, and at least one (1) business day prior to the closing of all or any portion of the option to purchase additional units, or on such other date as the Company and the Purchaser may agree, the Purchaser shall pay $1.00 per Additional Private Placement Warrant, up to an aggregate amount of $1,500,000225,000, by wire transfer of immediately available funds in accordance with the Company’s wiring instructions. (iii) The closing of the purchase and sale of the Initial Private Placement Warrants shall take place simultaneously with the closing of the Public Offering (the “Initial Closing Date”). The closing of the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the option to purchase additional units (such closing date, together with the Initial Closing Date, the “Closing Dates” and, each, a “Closing Date”). The closing of the purchase and sale of each of the Initial Private Placement Warrants and the Additional Private Placement Warrants shall take place at the offices of ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, or such other place as may be agreed upon by the parties hereto.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering, the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 13,035,500 7,250,000 Private Placement Warrants (the “Initial Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant warrant for an aggregate purchase price of $13,035,500 7,250,000 (the “Purchase Price”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds in accordance with the Company’s wiring instructions at least one (1) business day prior to the effective date of the Registration Statement, or on such other date as the Company and the Purchaser may agree. (ii) In the event that the underwriters’ option to purchase additional units is exercised in full, the Purchaser shall purchase up to an additional 1,500,000 787,500 Private Placement Warrants (the “Additional Private Placement Warrants”), in the same proportion as the amount of the option to purchase additional units that is exercised and, simultaneously with such purchase of Additional Private Placement Warrants, as payment in full for the Additional Private Placement Warrants being purchased hereunder, and at least one (1) business day prior to the closing of all or any portion of the option to purchase additional units, or on such other date as the Company and the Purchaser may agree, the Purchaser shall pay $1.00 per Additional Private Placement Warrant, up to an aggregate amount of $1,500,000787,500, by wire transfer of immediately available funds in accordance with the Company’s wiring instructions. (iii) The closing of the purchase and sale of the Initial Private Placement Warrants shall take place simultaneously with the closing of the Public Offering (the “Initial Closing Date”). The closing of the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the option to purchase additional units (such closing date, together with the Initial Closing Date, the “Closing Dates” and, each, a “Closing Date”). The closing of the purchase and sale of each of the Initial Private Placement Warrants and the Additional Private Placement Warrants shall take place at the offices of ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, or such other place as may be agreed upon by the parties hereto.

Purchase and Sale of the Private Placement Warrants. (i) On As payment in full for the date of the consummation of the Public Offering, the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 13,035,500 7,133,333 Private Placement Warrants (the “Initial Private Placement Warrants”) at a price of being purchased under this Agreement, Purchaser shall pay $1.00 per Private Placement Warrant for an aggregate purchase price of $13,035,500 6,895,000 (the “Purchase Price”). The Purchaser shall pay the Purchase Price , by wire transfer of immediately available funds in accordance with or by such other method as may be reasonably acceptable to the Company’s wiring instructions , to the trust account (the “Trust Account”) at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, at least one (1) business day prior to the effective date of effectiveness of the Registration Statement, or on such other date as the Company and the Purchaser may agree. (ii) In the event that the underwriters’ over-allotment option to purchase additional units is exercised in fullfull or in part, the Purchaser shall purchase up to an additional 1,500,000 700,000 Private Placement Warrants (the “Additional Private Placement Warrants”), in the same proportion as the amount of the over-allotment option to purchase additional units that is exercised andexercised, and simultaneously with such purchase of Additional Private Placement Warrants, as payment in full for the Additional Private Placement Warrants being purchased hereunder, and at least one (1) business day prior to the closing of all or any portion of the option to purchase additional unitsover-allotment option, or on such other date as the Company and the Purchaser may agree, the Purchaser shall pay $1.00 0.75 per Additional Private Placement Warrant, up to an aggregate amount of $1,500,000337,500, by wire transfer of immediately available funds in accordance with or by such other method as may be reasonably acceptable to the Company’s wiring instructions, to the Trust Account. (iii) The closing of the purchase and sale of the Initial Private Placement Warrants shall take place simultaneously with the closing of the Public Offering (the “Initial Closing Date”). The closing of the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the over-allotment option to purchase additional units (such closing date“Over-allotment Closing Date”, together with the Initial Closing Date, the “Closing Dates” and, and each, a “Closing Date”). The closing of the purchase and sale of each of the Initial Private Placement Warrants and the Additional Private Placement Warrants shall take place at the offices office of ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ , ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇ ▇▇▇▇▇, or such other place as may be agreed upon by the parties hereto.

Purchase and Sale of the Private Placement Warrants. (i) On As payment in full for the date of the consummation of the Public Offering, the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 13,035,500 7,133,333 Private Placement Warrants (the “Initial Private Placement Warrants”) at a price of being purchased under this Agreement, Purchaser shall pay $1.00 per Private Placement Warrant for an aggregate purchase price of $13,035,500 5,350,000 (the “Purchase Price”). The Purchaser shall pay the Purchase Price , by wire transfer of immediately available funds in accordance with or by such other method as may be reasonably acceptable to the Company’s wiring instructions , to the trust account (the “Trust Account”) at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, at least one (1) business day prior to the effective date of effectiveness of the Registration Statement, or on such other date as the Company and the Purchaser may agree. (ii) In the event that the underwriters’ over-allotment option to purchase additional units is exercised in fullfull or in part, the Purchaser shall purchase up to an additional 1,500,000 700,000 Private Placement Warrants (the “Additional Private Placement Warrants”), in the same proportion as the amount of the over-allotment option to purchase additional units that is exercised andexercised, and simultaneously with such purchase of Additional Private Placement Warrants, as payment in full for the Additional Private Placement Warrants being purchased hereunder, and at least one (1) business day prior to the closing of all or any portion of the option to purchase additional unitsover-allotment option, or on such other date as the Company and the Purchaser may agree, the Purchaser shall pay $1.00 0.75 per Additional Private Placement Warrant, up to an aggregate amount of $1,500,000525,500, by wire transfer of immediately available funds in accordance with or by such other method as may be reasonably acceptable to the Company’s wiring instructions, to the Trust Account. (iii) The closing of the purchase and sale of the Initial Private Placement Warrants shall take place simultaneously with the closing of the Public Offering (the “Initial Closing Date”). The closing of the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the over-allotment option to purchase additional units (such closing date“Over-allotment Closing Date”, together with the Initial Closing Date, the “Closing Dates” and, and each, a “Closing Date”). The closing of the purchase and sale of each of the Initial Private Placement Warrants and the Additional Private Placement Warrants shall take place at the offices office of ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ , ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇ ▇▇▇▇▇, or such other place as may be agreed upon by the parties hereto.

Purchase and Sale of the Private Placement Warrants. (i) On As payment in full for the date of the consummation of the Public Offering, the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 13,035,500 4,479,999 Private Placement Warrants (the “Initial Private Placement Warrants”) at a price of being purchased under this Agreement, Purchaser shall pay $1.00 per Private Placement Warrant for an aggregate purchase price of $13,035,500 6,719,998.5 (the “Purchase Price”). The Purchaser shall pay the Purchase Price , by wire transfer of immediately available funds in accordance with or by such other method as may be reasonably acceptable to the Company’s wiring instructions , to the trust account (the “Trust Account”) at G▇▇▇▇▇▇ S▇▇▇▇ Bank USA, maintained by American Stock Transfer & Trust Company, LLC, acting as trustee at least one (1) business day prior to the effective date of effectiveness of the Registration Statement, or on such other date as the Company and the Purchaser may agree. (ii) In the event that the underwriters’ underwriter’s option to purchase additional units is exercised in fullfull or in part, the Purchaser shall purchase up to an additional 1,500,000 504,000 Private Placement Warrants (the “Additional Private Placement Warrants”), in the same proportion as the amount of the underwriter’s option to purchase additional units that is exercised andexercised, and simultaneously with such purchase of Additional Private Placement Warrants, as payment in full for the Additional Private Placement Warrants being purchased hereunder, and at least one (1) business day prior to the closing of all or any portion of the underwriter’s option to purchase additional units, or on such other date as the Company and the Purchaser may agree, the Purchaser shall pay $1.00 1.50 per Additional Private Placement Warrant, up to an aggregate amount of $1,500,000756,000, by wire transfer of immediately available funds in accordance with or by such other method as may be reasonably acceptable to the Company’s wiring instructions, to the Trust Account. (iii) The closing of the purchase and sale of the Initial Private Placement Warrants shall take place simultaneously with the closing of the Public Offering (the “Initial Closing Date”). The closing of the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the underwriter’s option to purchase additional units (such closing date, together with the Initial Closing Date, the “Closing Dates” and, and each, a “Closing Date”). The closing of the purchase and sale of each of the Initial Private Placement Warrants and the Additional Private Placement Warrants shall take place at the offices of ▇▇▇▇, Weiss, Rifkind, S▇▇▇▇▇▇▇ & ▇C▇▇▇▇▇▇▇ LLP, ▇▇1▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, or such other place as may be agreed upon by the parties hereto.

Purchase and Sale of the Private Placement Warrants. (i) On As payment in full for the date of the consummation of the Public Offering500,000 Private Placement Warrants being purchased under this Agreement, the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 13,035,500 Private Placement Warrants (the “Initial Private Placement Warrants”) at a price of pay $1.00 per Private Placement Warrant for an aggregate purchase price of $13,035,500 500,000 (the “Purchase Price”). The Purchaser shall pay the Purchase Price , by wire transfer of immediately available funds in accordance with or by such other method as may be reasonably acceptable to the Company’s wiring instructions , to the trust account (the “Trust Account”) at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, at least one (1) business day prior to the effective date of effectiveness of the Registration Statement, or on such other date as the Company and the Purchaser may agree. (ii) In the event that the underwriters’ over-allotment option to purchase additional units is exercised in fullfull or in part, the Purchaser shall purchase up to an 75,000 additional 1,500,000 Private Placement Warrants (the “Additional Private Placement Warrants”), in the same proportion as the amount of the over-allotment option to purchase additional units that is exercised andexercised, and simultaneously with such purchase of Additional Private Placement Warrants, as payment in full for the Additional Private Placement Warrants being purchased hereunder, and at least one (1) business day prior to the closing of all or any portion of the option to purchase additional units, or on such other date as the Company and the Purchaser may agreeover-allotment option, the Purchaser shall pay $1.00 per Additional Private Placement Warrant, up to an aggregate amount of $1,500,00075,000, by wire transfer of immediately available funds in accordance with or by such other method as may be reasonably acceptable to the Company’s wiring instructions, to the Trust Account. (iii) The closing of the purchase and sale of the Initial Private Placement Warrants shall take place simultaneously with the closing of the Public Offering (the “Initial Closing Date”). The closing of the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the over-allotment option to purchase additional units (such closing date, together with the Initial Closing Date, the “Closing Dates” and, and each, a “Closing Date”). The closing of the purchase and sale of each of the Initial Private Placement Warrants and the Additional Private Placement Warrants shall take place at the offices of ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, or such other place as may be agreed upon by the parties hereto.

Purchase and Sale of the Private Placement Warrants. (i) On As payment in full for the date of the consummation of the Public Offering, the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 13,035,500 6,895,000 Private Placement Warrants (the “Initial Private Placement Warrants”) at a price of being purchased under this Agreement, Purchaser shall pay $1.00 per Private Placement Warrant for an aggregate purchase price of $13,035,500 6,895,000 (the “Purchase Price”). The Purchaser shall pay the Purchase Price , by wire transfer of immediately available funds in accordance with or by such other method as may be reasonably acceptable to the Company’s wiring instructions , to the trust account (the “Trust Account”) at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, at least one (1) business day prior to the effective date of effectiveness of the Registration Statement, or on such other date as the Company and the Purchaser may agree. (ii) In the event that the underwriters’ over-allotment option to purchase additional units is exercised in fullfull or in part, the Purchaser shall purchase up to an additional 1,500,000 337,500 Private Placement Warrants (the “Additional Private Placement Warrants”), in the same proportion as the amount of the over-allotment option to purchase additional units that is exercised andexercised, and simultaneously with such purchase of Additional Private Placement Warrants, as payment in full for the Additional Private Placement Warrants being purchased hereunder, and at least one (1) business day prior to the closing of all or any portion of the option to purchase additional unitsover-allotment option, or on such other date as the Company and the Purchaser may agree, the Purchaser shall pay $1.00 per Additional Private Placement Warrant, up to an aggregate amount of $1,500,000337,500, by wire transfer of immediately available funds in accordance with or by such other method as may be reasonably acceptable to the Company’s wiring instructions, to the Trust Account. (iii) The closing of the purchase and sale of the Initial Private Placement Warrants shall take place simultaneously with the closing of the Public Offering (the “Initial Closing Date”). The closing of the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the over-allotment option to purchase additional units (such closing date, together with the Initial Closing Date, the “Closing Dates” and, and each, a “Closing Date”). The closing of the purchase and sale of each of the Initial Private Placement Warrants and the Additional Private Placement Warrants shall take place at the offices of Ellenoff ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ Schole LLP, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, or such other place as may be agreed upon by the parties hereto.

Purchase and Sale of the Private Placement Warrants. (i) On As payment in full for the date of the consummation of the Public Offering5,500,000 Private Placement Warrants being purchased under this Agreement, the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 13,035,500 Private Placement Warrants (the “Initial Private Placement Warrants”) at a price of pay $1.00 per Private Placement Warrant for an aggregate purchase price of $13,035,500 5,500,000 (the “Purchase Price”). The Purchaser shall pay the Purchase Price , by wire transfer of immediately available funds in accordance with or by such other method as may be reasonably acceptable to the Company’s wiring instructions , to the trust account (the “Trust Account”) at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, at least one (1) business day prior to the effective date of effectiveness of the Registration Statement, or on such other date as the Company and the Purchaser may agree. (ii) In the event that the underwriters’ over-allotment option to purchase additional units is exercised in fullfull or in part, the Purchaser shall purchase up to an 525,000 additional 1,500,000 Private Placement Warrants (the “Additional Private Placement Warrants”), in the same proportion as the amount of the over-allotment option to purchase additional units that is exercised andexercised, and simultaneously with such purchase of Additional Private Placement Warrants, as payment in full for the Additional Private Placement Warrants being purchased hereunder, and at least one (1) business day prior to the closing of all or any portion of the option to purchase additional units, or on such other date as the Company and the Purchaser may agreeover-allotment option, the Purchaser shall pay $1.00 per Additional Private Placement Warrant, up to an aggregate amount of $1,500,000525,000, by wire transfer of immediately available funds in accordance with or by such other method as may be reasonably acceptable to the Company’s wiring instructions, to the Trust Account. (iii) The closing of the purchase and sale of the Initial Private Placement Warrants shall take place simultaneously with the closing of the Public Offering (the “Initial Closing Date”). The closing of the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the over-allotment option to purchase additional units (such closing date, together with the Initial Closing Date, the “Closing Dates” and, and each, a “Closing Date”). The closing of the purchase and sale of each of the Initial Private Placement Warrants and the Additional Private Placement Warrants shall take place at the offices of ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, or such other place as may be agreed upon by the parties hereto.

Purchase and Sale of the Private Placement Warrants. (i) On As payment in full for the date of the consummation of the Public Offering, the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 13,035,500 1,120,000 Private Placement Warrants (the “Initial Private Placement Warrants”) at a price of being purchased under this Agreement, Purchasers shall pay $1.00 per Private Placement Warrant for an aggregate purchase price of $13,035,500 1,120,000 (the “Purchase Price”). The Purchaser shall pay the Purchase Price , by wire transfer of immediately available funds in accordance with or by such other method as may be reasonably acceptable to the Company’s wiring instructions , to the trust account (the “Trust Account”) at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, at least one (1) business day prior to the effective date of effectiveness of the Registration Statement, or on such other date as the Company and the Purchaser may agree. (ii) In the event that the underwriters’ over-allotment option to purchase additional units is exercised in full, the Purchaser Purchasers shall purchase up to an additional 1,500,000 Private Placement 108,000 Warrants (the “Additional Private Placement Warrants”), in the same proportion as the amount of the over-allotment option to purchase additional units that is exercised andexercised, and simultaneously with such purchase of Additional Private Placement Warrants, as payment in full for the Additional Private Placement Warrants being purchased hereunder, and at least one (1) business day prior to the closing of all or any portion of the option to purchase additional unitsover-allotment option, or on such other date as the Company and the Purchaser may agree, the Purchaser Purchasers shall each pay $1.00 per Additional Private Placement Warrant, up to an aggregate amount of $1,500,000108,000, by wire transfer of immediately available funds in accordance with or by such other method as may be reasonably acceptable to the Company’s wiring instructions, to the Trust Account. (iii) The closing of the purchase and sale of the Initial Private Placement Warrants shall take place simultaneously with the closing of the Public Offering (the “Initial Closing Date”). The closing of the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the over-allotment option to purchase additional units (such closing date, together with the Initial Closing Date, the “Closing Dates” and, and each, a “Closing Date”). The closing of the purchase and sale of each of the Initial Private Placement Warrants and the Additional Private Placement Warrants shall take place at the offices of ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, or such other place as may be agreed upon by the parties hereto.