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 “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,000,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $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 IPO Closing Date. On the IPO Closing Date, upon 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 Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of the closing of the over-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and each Over-allotment Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 600,000 Private Placement Warrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to portion of the over-allotment option that is exercised) at a price of $1.00 per warrant for an aggregate purchase price of up to $600,000 (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment 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 Over-allotment Closing Date. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price, by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,000,000 4,000,000 Private Placement Warrants at a price of $1.00 1.50 per warrant Private Placement Warrant for an aggregate purchase price of $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 instructionspay, at least one (1) business day prior to the IPO Closing Date, the Purchase Price by wire transfer of immediately available funds, to accounts designated by the Company, including 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, in accordance with the Company’s wiring instructions. On the IPO Closing Date, upon the payment by the Purchaser subject to receipt of the Purchase Price, by wire transfer of immediately available funds pursuant to the Companyimmediately prior sentence, the Company, at its option, Company shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, ,” and each Over-allotment Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 600,000 400,000 Private Placement Warrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the over-allotment option that is then exercised) at a price of $1.00 1.50 per warrant Private Placement Warrant for an aggregate purchase price of up to $600,000 (if the over-allotment option is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Company or the Trust Account (as set forth in accordance with the Company’s wiring wire instructions), at least one (1) business day prior to the applicable Over-allotment Closing Date. On the each Over-allotment Closing Date, upon the payment by the Purchaser subject to receipt of the Over-allotment Purchase Price, by wire transfer of immediately available funds pursuant to the Companyimmediately prior sentence, the Company, at its option, Company shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,000,000 8,000,000 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $6,000,000 12,000,000 (the “Purchase Price”). The Purchaser , which shall pay the Purchase Price be paid by wire transfer of immediately available funds to the Company, in accordance with the Company’s wiring instructions, at least one (1) business day prior to the IPO Closing Date. On the IPO Closing Date, upon the payment by the Purchaser of the Purchase Price, by wire transfer of immediately available funds subject to the Companyreceipt of funds pursuant to the immediately prior sentence, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of the closing of the overOver-allotment option, if any, in connection with the Public Offering Option or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an the “Over-allotment Closing Date”, and each Over-allotment Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 600,000 1,000,000 Private Placement Warrants (or, to the extent the overOver-allotment option Option is not exercised in full, a lesser number of Private Placement Warrants in proportion proportionate to portion of the overOver-allotment option Option that is exercised) at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to $600,000 1,500,000 (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company, in accordance with the Company’s wiring instructions, at least one (1) business day prior to the Over-allotment Closing Date. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price, by wire transfer of immediately available funds subject to the Companyreceipt of funds pursuant to the immediately prior sentence, the CompanyCompany shall, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,000,000 5,500,000 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $6,000,000 8,250,000 (the “Purchase Price”). The Purchaser , which shall pay the Purchase Price be paid by wire transfer of immediately available funds to the Company, in accordance with the Company’s wiring instructions, at least one (1) business day prior to the IPO Closing Date. On the IPO Closing Date, upon the payment by the Purchaser of the Purchase Price, by wire transfer of immediately available funds subject to the Companyreceipt of funds pursuant to the immediately prior sentence, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of the closing of the overOver-allotment option, if any, in connection with the Public Offering Option or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an the “Over-allotment Closing Date”, and each Over-allotment Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 600,000 500,000 Private Placement Warrants (or, to the extent the overOver-allotment option Option is not exercised in full, a lesser number of Private Placement Warrants in proportion proportionate to portion of the overOver-allotment option Option that is exercised) at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to $600,000 750,000 (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company, in accordance with the Company’s wiring instructions, at least one (1) business day prior to the Over-allotment Closing Date. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price, by wire transfer of immediately available funds subject to the Companyreceipt of funds pursuant to the immediately prior sentence, the CompanyCompany shall, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,000,000 477,000 Private Placement Warrants at a price of $1.00 1.50 per warrant Private Placement Warrant for an aggregate purchase price of $6,000,000 715,500.00 (the “Purchase Price”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds in accordance with the Company’s wiring instructionspay, at least one (1) business day prior to the IPO Closing Date, the Purchase Price by wire transfer of immediately available funds, to accounts designated by the Company, including 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, in accordance with the Company’s wiring instructions. On the IPO Closing Date, upon the payment by the Purchaser subject to receipt of the Purchase Price, by wire transfer of immediately available funds pursuant to the Companyimmediately prior sentence, the Company, at its option, Company shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, ,” and each Over-allotment Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 600,000 79,500 Private Placement Warrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the over-allotment option that is then exercised) at a price of $1.00 1.50 per warrant Private Placement Warrant for an aggregate purchase price of up to $600,000 119,250.00 (if the over-allotment option is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Company or the Trust Account (as set forth in accordance with the Company’s wiring wire instructions), at least one (1) business day prior to the applicable Over-allotment Closing Date. On the each Over-allotment Closing Date, upon the payment by the Purchaser subject to receipt of the Over-allotment Purchase Price, by wire transfer of immediately available funds pursuant to the Companyimmediately prior sentence, the Company, at its option, Company shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,000,000 4,666,667 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $6,000,000 7,000,000 (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 IPO Closing Date. On the IPO Closing Date, upon 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 Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of the closing of the over-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and each Over-allotment Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 600,000 500,000 Private Placement Warrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to portion of the over-allotment option that is exercised) at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to $600,000 750,000 (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment 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 Over-allotment Closing Date. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price, by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,000,000 4,000,000 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $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 IPO Closing Date. On the IPO Closing Date, upon 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 Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of the closing of the over-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and each Over-allotment Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 600,000 400,000 Private Placement Warrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to portion of the over-allotment option that is exercised) at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to $600,000 (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment 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 Over-allotment Closing Date. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price, by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering (the “IPO Initial Closing Date”), the Company shall issue and sell to the PurchaserSponsor, and the Purchaser Sponsor shall purchase from the Company, 6,000,000 an aggregate of 11,250,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $6,000,000 11,250,000 (the “Purchase Price”). The Purchaser , which 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 IPO Closing Date. On the IPO Closing Date, upon the payment by the Purchaser of the Purchase Price, be paid by wire transfer of immediately available funds to the Company at least one business day prior to the Initial Closing Date in accordance with the Company’s wiring instructions. On the Initial Closing Date, upon the payment by the Sponsor of the Purchase Price, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Sponsor on such date duly registered in the PurchaserSponsor’s name to the Purchaser Sponsor, or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option, if any, option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser Sponsor and the Company (each such date, an “Over-allotment Closing Date”, and each Over-allotment Closing Date (if any) and the IPO Initial Closing Date, Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the PurchaserSponsor, and the Purchaser Sponsor shall purchase from the Company, up to 600,000 an aggregate of 1,200,000 additional Private Placement Warrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the over-allotment option that is then exercised) at a price of $1.00 per warrant for an aggregate purchase price of up to $600,000 1,200,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser Sponsor shall pay the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company at least one business day prior to the Over-Allotment Closing Date in accordance with the Company’s wiring instructions, at least one (1) business day prior to the Over-allotment Closing Date. On the Over-allotment Closing Date, upon the payment by the Purchaser Sponsor of the Over-allotment Purchase Price, by wire transfer of immediately available funds to the Company, the CompanyCompany shall, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Sponsor on such date duly registered in the PurchaserSponsor’s name to the Purchaser Sponsor, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,000,000 5,333,333 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $6,000,000 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 IPO Closing Date. On the IPO Closing Date, upon 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 Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of the closing of the over-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and each Over-allotment Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 600,000 Private Placement Warrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to portion of the over-allotment option that is exercised) at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to $600,000 900,000 (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment 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 Over-allotment Closing Date. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price, by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,000,000 4,393,939 Private Placement Warrants at a price of $1.00 1.50 per warrant Private Placement Warrant for an aggregate purchase price of $6,000,000 6,590,908.50 (the “Purchase Price”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds in accordance with the Company’s wiring instructionspay, at least one (1) business day prior to the IPO Closing Date, the Purchase Price by wire transfer of immediately available funds, to accounts designated by the Company, including 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, in accordance with the Company’s wiring instructions. On the IPO Closing Date, upon the payment by the Purchaser subject to receipt of the Purchase Price, by wire transfer of immediately available funds pursuant to the Companyimmediately prior sentence, the Company, at its option, Company shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, ,” and each Over-allotment Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 600,000 439,394 Private Placement Warrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the over-allotment option that is then exercised) at a price of $1.00 1.50 per warrant Private Placement Warrant for an aggregate purchase price of up to $600,000 659,091 (if the over-allotment option is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Company or the Trust Account (as set forth in accordance with the Company’s wiring wire instructions), at least one (1) business day prior to the applicable Over-allotment Closing Date. On the each Over-allotment Closing Date, upon the payment by the Purchaser subject to receipt of the Over-allotment Purchase Price, by wire transfer of immediately available funds pursuant to the Companyimmediately prior sentence, the Company, at its option, Company shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,000,000 6,343,939 Private Placement Warrants at a price of $1.00 per warrant Private Placement Warrant for an aggregate purchase price of $6,000,000 6,343,939 (the “Purchase Price”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds in accordance with the Company’s wiring instructionspay, at least one (1) business day prior to the IPO Closing Date, the Purchase Price by wire transfer of immediately available funds, to accounts designated by the Company, including 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, in accordance with the Company’s wiring instructions. On the IPO Closing Date, upon the payment by the Purchaser subject to receipt of the Purchase Price, by wire transfer of immediately available funds pursuant to the Companyimmediately prior sentence, the CompanyCompany shall, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, ,” and each Over-allotment Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 600,000 692,067 Private Placement Warrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the over-allotment option that is then exercised) at a price of $1.00 per warrant Private Placement Warrant for an aggregate purchase price of up to $600,000 692,067 (if the over-allotment option is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Company or the Trust Account (as set forth in accordance with the Company’s wiring wire instructions), at least one (1) business day prior to the applicable Over-allotment Closing Date. On the each Over-allotment Closing Date, upon the payment by the Purchaser subject to receipt of the Over-allotment Purchase Price, by wire transfer of immediately available funds pursuant to the Companyimmediately prior sentence, the CompanyCompany shall, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,000,000 [___] Private Placement Warrants at a price of $1.00 1.50 per warrant Private Placement Warrant for an aggregate purchase price of $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 instructionspay, at least one (1) business day prior to the IPO Closing Date, the Purchase Price by wire transfer of immediately available funds, to accounts designated by the Company, including 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, in accordance with the Company’s wiring instructions. On the IPO Closing Date, upon the payment by the Purchaser subject to receipt of the Purchase Price, by wire transfer of immediately available funds pursuant to the Companyimmediately prior sentence, the Company, at its option, Company shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, ,” and each Over-allotment Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 600,000 [ ] Private Placement Warrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the over-allotment option that is then exercised) at a price of $1.00 1.50 per warrant Private Placement Warrant for an aggregate purchase price of up to $600,000 [ ] (if the over-allotment option is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Company or the Trust Account (as set forth in accordance with the Company’s wiring wire instructions), at least one (1) business day prior to the applicable Over-allotment Closing Date. On the each Over-allotment Closing Date, upon the payment by the Purchaser subject to receipt of the Over-allotment Purchase Price, by wire transfer of immediately available funds pursuant to the Companyimmediately prior sentence, the Company, at its option, Company shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,000,000 11,400,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $6,000,000 11,400,000 (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 IPO Closing Date. On the IPO Closing Date, upon 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 Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of the closing of the over-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and each Over-allotment Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 600,000 1,200,000 Private Placement Warrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to portion of the over-allotment option that is exercised) at a price of $1.00 per warrant for an aggregate purchase price of up to $600,000 1,200,000 (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment 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 Over-allotment Closing Date. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price, by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,000,000 5,500,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $6,000,000 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 IPO Closing Date. On the IPO Closing Date, upon 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 Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of the closing of the over-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an the “Over-allotment Closing Date”, and each Over-allotment Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 600,000 Private Placement Warrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to portion of the over-allotment option that is exercised) at a price of $1.00 per warrant for an aggregate purchase price of up to $600,000 (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds in accordance with the Company’s wiring instructionsfunds, at least one (1) business day prior to the Over-allotment Closing Date. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price, Price by wire transfer of immediately available funds to the Company, the CompanyCompany shall, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,000,000 the Private Placement Warrants at a price of $1.00 1.25 per warrant warrant, for an aggregate purchase price of $6,000,000 875,000 (the “Purchase Price”). The Purchaser , which shall pay the Purchase Price be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions, at least one (1) business day prior to instructions on the IPO Closing Date. On the IPO Closing Date, upon the payment by the Purchaser of the Purchase Price, Price by wire transfer of immediately available funds to the Company, the CompanyCompany shall, at its option, deliver certificates evidencing the Private Placement Warrants duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. On the date of the closing of the option to purchase additional units, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Option Closing Date”, and each Option Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchasers shall purchase from the Company, up to 105,000 Private Placement Warrants (or, to the extent the option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the option that is exercised) at a price of $1.25 per warrant for an aggregate purchase price of up to $131,250 (the “Option Purchase Price”). The Purchaser shall pay the Option Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Trust Account, on the Option Closing Date. On the Option Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of the closing of the over-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and each Over-allotment Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 600,000 Private Placement Warrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to portion of the over-allotment option that is exercised) at a price of $1.00 per warrant for an aggregate purchase price of up to $600,000 (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment 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 Over-allotment Closing Date. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price, by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,000,000 6,375,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $6,000,000 6,375,000 (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 IPO Closing Date. On the IPO Closing Date, upon 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 Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of the closing of the over-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and each Over-allotment Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 600,000 682,500 Private Placement Warrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to portion of the over-allotment option that is exercised) at a price of $1.00 per warrant for an aggregate purchase price of up to $600,000 682,500 (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment 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 Over-allotment Closing Date. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price, by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,000,000 6,250,000 Private Placement Warrants at a price of $1.00 per warrant Private Placement Warrant for an aggregate purchase price of $6,000,000 6,250,000 (the “Purchase Price”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds in accordance with the Company’s wiring instructionspay, at least one (1) business day prior to the IPO Closing Date, the Purchase Price by wire transfer of immediately available funds, to accounts designated by the Company, including 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, in accordance with the Company’s wiring instructions. On the IPO Closing Date, upon the payment by the Purchaser subject to receipt of the Purchase Price, by wire transfer of immediately available funds pursuant to the Companyimmediately prior sentence, the CompanyCompany shall, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, ,” and each Over-allotment Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 600,000 Private Placement Warrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the over-allotment option that is then exercised) at a price of $1.00 per warrant Private Placement Warrant for an aggregate purchase price of up to $600,000 (if the over-allotment option is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Company or the Trust Account (as set forth in accordance with the Company’s wiring wire instructions), at least one (1) business day prior to the applicable Over-allotment Closing Date. On the each Over-allotment Closing Date, upon the payment by the Purchaser subject to receipt of the Over-allotment Purchase Price, by wire transfer of immediately available funds pursuant to the Companyimmediately prior sentence, the CompanyCompany shall, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,000,000 606,061 Private Placement Warrants at a price of $1.00 1.50 per warrant Private Placement Warrant for an aggregate purchase price of $6,000,000 909,091.50 (the “Purchase Price”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds in accordance with the Company’s wiring instructionspay, at least one (1) business day prior to the IPO Closing Date, the Purchase Price by wire transfer of immediately available funds, to accounts designated by the Company, including 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, in accordance with the Company’s wiring instructions. On the IPO Closing Date, upon the payment by the Purchaser subject to receipt of the Purchase Price, by wire transfer of immediately available funds pursuant to the Companyimmediately prior sentence, the Company, at its option, Company shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, ,” and each Over-allotment Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 600,000 60,606 Private Placement Warrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the over-allotment option that is then exercised) at a price of $1.00 1.50 per warrant Private Placement Warrant for an aggregate purchase price of up to $600,000 90,909 (if the over-allotment option is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Company or the Trust Account (as set forth in accordance with the Company’s wiring wire instructions), at least one (1) business day prior to the applicable Over-allotment Closing Date. On the each Over-allotment Closing Date, upon the payment by the Purchaser subject to receipt of the Over-allotment Purchase Price, by wire transfer of immediately available funds pursuant to the Companyimmediately prior sentence, the Company, at its option, Company shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,000,000 900,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $6,000,000 900,000 (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 IPO Closing Datedate that the SEC declares the Registration Statement effective. On the IPO Closing Date, upon 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 Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of the closing of the over-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and each Over-allotment Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 600,000 135,000 Private Placement Warrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to portion of the over-allotment option that is exercised) at a price of $1.00 per warrant for an aggregate purchase price of up to $600,000 135,000 (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment 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 Over-allotment Closing Date. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price, by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,000,000 8,000,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $6,000,000 8,000,000 (the “Purchase Price”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds in the following amounts: (i) $2,000,000 to the Company at a financial institution to be 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”), in each case in accordance with the Company’s wiring instructions, at least one (1) business day prior to the IPO Closing Date. On the IPO Closing Date, upon the payment by the Purchaser of the Purchase Price, by wire transfer of immediately available funds subject to the Companyreceipt of funds pursuant to the immediately prior sentence, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of the closing of the over-allotment optionoption to purchase additional units, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an the “Over-allotment Closing Date”, and each Over-allotment Closing Date (if any) and the IPO Closing Date, a “Allotment Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 600,000 900,000 Private Placement Warrants (or, to the extent the over-allotment option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the over-allotment option that is exercised) at a price of $1.00 per warrant for an aggregate purchase price of up to $600,000 900,000 (the “Over-allotment Allotment Purchase Price”). The Purchaser shall pay the Over-allotment Allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds in accordance with to the Company’s wiring instructionsTrust Account, at least one (1) business day prior to the Over-allotment Allotment Closing Date. On the Over-allotment Allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price, by wire transfer of immediately available funds subject to the Companyreceipt of funds pursuant to the immediately prior sentence, the CompanyCompany shall, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,000,000 4,000,000 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $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 IPO Closing Date. On the IPO Closing Date, upon 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 Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of the closing of the over-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an the “Over-allotment Closing Date”, and each Over-allotment Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 600,000 400,000 Private Placement Warrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to portion of the over-allotment option that is exercised) at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to $600,000 (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds in accordance with the Company’s wiring instructionsfunds, at least one (1) business day prior to the Over-allotment Closing Date. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price, Price by wire transfer of immediately available funds to the Company, the CompanyCompany shall, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,000,000 5,000,000 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $6,000,000 7,500,000 (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 IPO Closing Date. On the IPO Closing Date, upon the assuming payment by the Purchaser of the Purchase Price, by wire transfer of immediately available funds to Price in accordance with the Companyprior sentence, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of the closing of the over-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and each Over-allotment Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 600,000 500,000 Private Placement Warrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the over-allotment option that is exercised) at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to $600,000 750,000 (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment 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 Over-allotment Closing Date. On the Over-allotment Closing Date, upon the assuming payment by the Purchaser of the Over-allotment Purchase Price, by wire transfer of immediately available funds to Price in accordance with the Companyprior sentence, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,000,000 5,800,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $6,000,000 5,800,000.00 (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, instructions at least one (1) business day prior to the IPO Closing Date. On the IPO Closing Date, upon the payment by the Purchaser of the Purchase Price, Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of the closing of the over-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and each Over-allotment Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 600,000 652,500 Private Placement Warrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the over-allotment option that is exercised) at a price of $1.00 per warrant for an aggregate purchase price of up to $600,000 652,000.00 (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price by wire transfer of immediately available funds in accordance with the Company’s wiring instructions, instructions at least one (1) business day prior to the Over-allotment Closing Date. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price, Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,000,000 8,000,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $6,000,000 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 IPO Closing Date. On the IPO Closing Date, upon 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 Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of the closing of the over-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and each Over-allotment Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 600,000 900,000 Private Placement Warrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to portion of the over-allotment option that is exercised) at a price of $1.00 per warrant for an aggregate purchase price of up to $600,000 900,000 (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment 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 Over-allotment Closing Date. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price, by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,000,000 6,133,333 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $6,000,000 9,200,000 (the “Purchase Price”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds in accordance with the Company’s wiring instructionspay, at least one (1) business day prior to the IPO Closing Date, the Purchase Price by wire transfer of immediately available funds, to accounts designated by the Company, including 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, in accordance with the Company’s wiring instructions. On the IPO Closing Date, upon the payment by the Purchaser subject to receipt of the Purchase Price, by wire transfer of immediately available funds pursuant to the Companyimmediately prior sentence, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, ,” and each Over-allotment Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 600,000 720,000 Private Placement Warrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the over-allotment option that is then exercised) at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to $600,000 1,080,000 (if the over-allotment option is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Company or the Trust Account (as set forth in accordance with the Company’s wiring wire instructions), at least one (1) business day prior to the applicable Over-allotment Closing Date. On the each Over-allotment Closing Date, upon the payment by the Purchaser subject to receipt of the Over-allotment Purchase Price, by wire transfer of immediately available funds pursuant to the Companyimmediately prior sentence, the CompanyCompany shall, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,000,000 1,606,061 Private Placement Warrants at a price of $1.00 per warrant Private Placement Warrant for an aggregate purchase price of $6,000,000 1,606,061 (the “Purchase Price”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds in accordance with the Company’s wiring instructionspay, at least one (1) business day prior to the IPO Closing Date, the Purchase Price by wire transfer of immediately available funds, to accounts designated by the Company, including 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, in accordance with the Company’s wiring instructions. On the IPO Closing Date, upon the payment by the Purchaser subject to receipt of the Purchase Price, by wire transfer of immediately available funds pursuant to the Companyimmediately prior sentence, the CompanyCompany shall, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, ,” and each Over-allotment Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 600,000 175,206 Private Placement Warrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the over-allotment option that is then exercised) at a price of $1.00 per warrant Private Placement Warrant for an aggregate purchase price of up to $600,000 175,206 (if the over-allotment option is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Company or the Trust Account (as set forth in accordance with the Company’s wiring wire instructions), at least one (1) business day prior to the applicable Over-allotment Closing Date. On the Over-allotment each Overallotment Closing Date, upon the payment by the Purchaser subject to receipt of the Over-allotment Purchase Price, by wire transfer of immediately available funds pursuant to the Companyimmediately prior sentence, the CompanyCompany shall, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,000,000 1,000,000 Private Placement Warrants at a price of $1.00 per warrant Private Placement Warrant for an aggregate purchase price of $6,000,000 1,000,000 (the “Purchase Price”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds in accordance with the Company’s wiring instructionspay, at least one (1) business day prior to the IPO Closing Date. On the IPO Closing Date, upon the payment by the Purchaser of an amount equal to the Purchase Price, Price by wire transfer of immediately available funds to accounts designated by the Company, including to the trust account (the “Trust Account”), at a financial institution to be chosen by the Company, at its optionmaintained by Continental Stock Transfer & Trust Company, shall deliver a certificate evidencing acting as trustee, in accordance with the Private Placement Warrants purchased on such date duly registered in Company’s wiring instructions. On the Purchaser’s name IPO Closing Date, subject to receipt of funds pursuant to the Purchaser or immediately prior sentences, the Company shall effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, ,” and each Over-allotment Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 600,000 150,000 Private Placement Warrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the over-allotment option that is then exercised) at a price of $1.00 per warrant Private Placement Warrant for an aggregate purchase price of up to $600,000 150,000 (if the over-allotment option is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Company or the Trust Account (as set forth in accordance with the Company’s wiring wire instructions), at least one (1) business day prior to the applicable Over-allotment Closing Date. On the each Over-allotment Closing Date, upon the payment by the Purchaser subject to receipt of the Over-allotment Purchase Price, by wire transfer of immediately available funds pursuant to the Companyimmediately prior sentence, the Company, at its option, Company shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,000,000 6,666,667 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $6,000,000 10,000,000 (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 IPO Closing Date. On the IPO Closing Date, upon 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 Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of the closing of the over-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an the “Over-allotment Closing Date”, and each Over-allotment Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 600,000 800,000 Private Placement Warrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to portion of the over-allotment option that is exercised) at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to $600,000 1,200,000 (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds in accordance with the Company’s wiring instructionsfunds, at least one (1) business day prior to the Over-allotment Closing Date. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price, Price by wire transfer of immediately available funds to the Company, the CompanyCompany shall, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,000,000 8,300,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $6,000,000 8,300,000 (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 IPO Closing Datedate that the SEC declares the Registration Statement effective. On the IPO Closing Date, upon 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 Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of the closing of the over-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and each Over-allotment Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 600,000 945,000 Private Placement Warrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to portion of the over-allotment option that is exercised) at a price of $1.00 per warrant for an aggregate purchase price of up to $600,000 945,000 (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment 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 Over-allotment Closing Date. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price, by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,000,000 8,500,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $6,000,000 8,500,000 (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 IPO Closing Date. On the IPO Closing Date, upon 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 Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of the closing of the over-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and each Over-allotment Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 600,000 825,000 Private Placement Warrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to portion of the over-allotment option that is exercised) at a price of $1.00 per warrant for an aggregate purchase price of up to $600,000 825,000 (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment 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 Over-allotment Closing Date. On the Over-Over- allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price, by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering (the “IPO “ Closing DateDate ”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,000,000 4,750,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $6,000,000 4,750,000 (the ““ Purchase PricePrice ”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions, at least one (1) business day prior to the IPO Closing Datedate of effectiveness of the registration statement to be filed in connection with the Public Offering. On the IPO Closing Date, upon the payment by the Purchaser of the Purchase Price, by wire transfer of immediately available funds to the Company, the Company, at its option, Company shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry formPurchaser. (ii) On the date of the closing of If the over-allotment option, if any, option in connection with the Public Offering is exercised, then on or on prior to the date of the consummation of the closing of such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Overover-allotment Closing Date”, and each option (the “ Over-allotment Closing Date (if any) ”, and together with the IPO Closing Date, a “the “ Closing DateDates ”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 600,000 450,000 Private Placement Warrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to portion of the over-allotment option that is exercised) at a price of $1.00 per warrant for an aggregate purchase price of up to $600,000 450,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the ““ Over-allotment Purchase PricePrice ”). The Purchaser shall pay the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions, at least one (1) business day prior to the Over-allotment Closing Date. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price, by wire transfer of immediately available funds to the Company, the Company, at its option, Company shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name names to the Purchaser or effect such delivery in book-entry formPurchaser.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,000,000 144,000 Private Placement Warrants at a price of $1.00 1.50 per warrant Private Placement Warrant for an aggregate purchase price of $6,000,000 216,000.00 (the “Purchase Price”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds in accordance with the Company’s wiring instructionspay, at least one (1) business day prior to the IPO Closing Date, the Purchase Price by wire transfer of immediately available funds, to accounts designated by the Company, including 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, in accordance with the Company’s wiring instructions. On the IPO Closing Date, upon the payment by the Purchaser subject to receipt of the Purchase Price, by wire transfer of immediately available funds pursuant to the Companyimmediately prior sentence, the Company, at its option, Company shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, ,” and each Over-allotment Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 600,000 24,000 Private Placement Warrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the over-allotment option that is then exercised) at a price of $1.00 1.50 per warrant Private Placement Warrant for an aggregate purchase price of up to $600,000 36,000.00 (if the over-allotment option is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Company or the Trust Account (as set forth in accordance with the Company’s wiring wire instructions), at least one (1) business day prior to the applicable Over-allotment Closing Date. On the each Over-allotment Closing Date, upon the payment by the Purchaser subject to receipt of the Over-allotment Purchase Price, by wire transfer of immediately available funds pursuant to the Companyimmediately prior sentence, the Company, at its option, Company shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,000,000 [____] Private Placement Warrants at a price of $1.00 per warrant Private Placement Warrant for an aggregate purchase price of $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 instructionspay, at least one (1) business day prior to the IPO Closing Date, the Purchase Price by wire transfer of immediately available funds, to accounts designated by the Company, including 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, in accordance with the Company’s wiring instructions. On the IPO Closing Date, upon the payment by the Purchaser subject to receipt of the Purchase Price, by wire transfer of immediately available funds pursuant to the Companyimmediately prior sentence, the Company, at its option, Company shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, ,” and each Over-allotment Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 600,000 [____] Private Placement Warrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the over-allotment option that is then exercised) at a price of $1.00 per warrant Private Placement Warrant for an aggregate purchase price of up to $600,000 [____] (if the over-allotment option is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Company or the Trust Account (as set forth in accordance with the Company’s wiring wire instructions), at least one (1) business day prior to the applicable Over-allotment Closing Date. On the each Over-allotment Closing Date, upon the payment by the Purchaser subject to receipt of the Over-allotment Purchase Price, by wire transfer of immediately available funds pursuant to the Companyimmediately prior sentence, the Company, at its option, Company shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,000,000 8,000,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $6,000,000 8,000,000 (the “Purchase Price”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds in the following amounts: (i) $2,000,000 to the Company at a financial institution to be 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”), in each case in accordance with the Company’s wiring instructions, at least one (1) business day prior to the IPO Closing Date. On the IPO Closing Date, upon the payment by the Purchaser of the Purchase Price, by wire transfer of immediately available funds subject to the Companyreceipt of funds pursuant to the immediately prior sentence, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of the closing of the over-allotment optionoption to purchase additional units, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an the “Over-allotment Closing Date”, and each Over-allotment Closing Date (if any) and the IPO Closing Date, a “Allotment Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 600,000 900,000 Private Placement Warrants (or, to the extent the over-allotment option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the over-allotment option that is exercised) at a price of $1.00 per warrant for an aggregate purchase price of up to $600,000 $ (the “Over-allotment Allotment Purchase Price”). The Purchaser shall pay the Over-allotment Allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds in accordance with to the Company’s wiring instructionsTrust Account, at least one (1) business day prior to the Over-allotment Allotment Closing Date. On the Over-allotment Allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price, by wire transfer of immediately available funds subject to the Companyreceipt of funds pursuant to the immediately prior sentence, the CompanyCompany shall, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (iii) Upon not less than five days' notice to the Company, at the option of the Purchaser, on the date that is 18 months from the IPO Closing Date (the “Option Closing Date” and each Over-allotment Closing Date and Option Closing Date, together with the IPO Closing Date, the “Closing Dates”) the Company shall issue and sell to the Purchaser, its affiliates or permitted designees (the “Option Purchaser”) and the Option Purchaser shall purchase from the Company, an additional 2,000,000, or up to 2,300,000 if the over-allotment option in connection with the Public Offering is exercised in full (such number of warrants, pro rata to the extent to which the over-allotment option in connection with the Public Offering is exercised), Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $2,000,000, or up to $2,300,000 if the over-allotment option in connection with the Public Offering is exercised in full (such purchase price, pro rata to the extent to which the over-allotment option in connection with the Public Offering is exercised, and in any event $0.10 per Class A Ordinary Share sold in the Public Offering) (the “Option Purchase Price”).The Option Purchaser shall pay the Option Purchase Price in accordance with the Company's wire instruction by wire transfer of immediately available funds to the Trust Account at least one (1) business day prior to the Option Closing Date. On the Option Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Option Purchaser on such date duly registered in the Option Purchaser's name or names to the Option Purchaser, or effect such delivery in book-entry form. (iv) In the event that the Company receives a request from the Sponsor, its affiliates or permitted designees five days prior to the Initial Deadline to effect an extension thereof, the Company shall issue a press release announcing such extension at least three days prior to the Initial Deadline. In addition, the Company shall issue a press release the day after the Initial Deadline announcing whether or not the proceeds from the sale of the Private Placement Warrants as contemplated under Section 1(B)(iii) hereof had been timely deposited into the Trust Account.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,000,000 7,333,334 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $6,000,000 11,000,000 (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 IPO Closing Date. On the IPO Closing Date, upon 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 Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of the closing of the over-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an the “Over-allotment Closing Date”, and each Over-allotment Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 600,000 900,000 Private Placement Warrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to portion of the over-allotment option that is exercised) at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to $600,000 1,350,000 (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds in accordance with the Company’s wiring instructionsfunds, at least one (1) business day prior to the Over-allotment Closing Date. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price, Price by wire transfer of immediately available funds to the Company, the CompanyCompany shall, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,000,000 8,000,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $6,000,000 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 IPO Closing Date. On the IPO Closing Date, upon 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 Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of the closing of the over-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and each Over-allotment Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 600,000 750,000 Private Placement Warrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to portion of the over-allotment option that is exercised) at a price of $1.00 per warrant for an aggregate purchase price of up to $600,000 750,000 (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment 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 Over-allotment Closing Date. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price, by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,000,000 5,416,666 Private Placement Warrants at a price of $1.00 1.50 per warrant Private Placement Warrant for an aggregate purchase price of $6,000,000 8,125,000 (the “Purchase Price”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds in accordance with the Company’s wiring instructionspay, at least one (1) business day prior to the IPO Closing Date, the Purchase Price by wire transfer of immediately available funds, to accounts designated by the Company, including 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, in accordance with the Company’s wiring instructions. On the IPO Closing Date, upon the payment by the Purchaser subject to receipt of the Purchase Price, by wire transfer of immediately available funds pursuant to the Companyimmediately prior sentence, the CompanyCompany shall, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, ,” and each Over-allotment Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 600,000 Private Placement Warrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the over-allotment option that is then exercised) at a price of $1.00 1.50 per warrant Private Placement Warrant for an aggregate purchase price of up to $600,000 900,000 (if the over-allotment option is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Company or the Trust Account (as set forth in accordance with the Company’s wiring wire instructions), at least one (1) business day prior to the applicable Over-allotment Closing Date. On the each Over-allotment Closing Date, upon the payment by the Purchaser subject to receipt of the Over-allotment Purchase Price, by wire transfer of immediately available funds pursuant to the Companyimmediately prior sentence, the CompanyCompany shall, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,000,000 4,533,333 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $6,000,000 6,800,000 (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 IPO Closing Date. On the IPO Closing Date, upon 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 Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of the closing of the over-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, ,” and each Over-allotment Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 600,000 480,000 Private Placement Warrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to portion of the over-allotment option that is exercised) at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to $600,000 720,000 (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment 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 Over-allotment Closing Date. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price, by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,000,000 1,000,000 Private Placement Warrants at a price of $1.00 per warrant Private Placement Warrant for an aggregate purchase price of $6,000,000 1,000,000 (the “Purchase Price”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds in accordance with the Company’s wiring instructionspay, at least one (1) business day prior to the IPO Closing Date. On the IPO Closing Date, upon the payment by the Purchaser of an amount equal to the Purchase Price, Price by wire transfer of immediately available funds to accounts designated by the Company, including to the trust account (the “Trust Account”), at a financial institution to be chosen by the Company, at its optionmaintained by Continental Stock Transfer & Trust Company, shall deliver a certificate evidencing acting as trustee, in accordance with the Private Placement Warrants purchased on such date duly registered in Company’s wiring instructions. On the Purchaser’s name IPO Closing Date, subject to receipt of funds pursuant to the Purchaser or immediately prior sentences, the Company shall effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, ,” and each Over-allotment Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 600,000 150,000 Private Placement Warrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the over-allotment option that is then exercised) at a price of $1.00 per warrant Private Placement Warrant for an aggregate purchase price of up to $600,000 150,000 (if the over-allotment option is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Company or the Trust Account (as set forth in accordance with the Company’s wiring wire instructions), at least one (1) business day prior to the applicable Over-allotment Closing Date. On the each Over-allotment Closing Date, upon the payment by the Purchaser subject to receipt of the Over-allotment Purchase Price, by wire transfer of immediately available funds pursuant to the Companyimmediately prior sentence, the Company, at its option, Company shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (iii) The obligation of the Purchaser to purchase and pay for the Private Placement Warrants as provided herein shall be subject to the satisfaction of the conditions set forth in Section 4 of the Underwriting Agreement, dated the date hereof, by and between the Company and Cantor ▇▇▇▇▇▇▇▇▇▇ & Co., as representative of the underwriters named therein (the “Underwriting Agreement”).

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering (the “IPO Closing Date”)Offering, the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,000,000 9,444,444 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $6,000,000 9,444,444 (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 IPO Closing Date. On the IPO Closing Date, upon 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 Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of the closing of the over-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and each Over-allotment Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 600,000 1,133,334 Private Placement Warrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to portion of the over-allotment option that is exercised) at a price of $1.00 per warrant for an aggregate purchase price of up to $600,000 1,133,334 (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment 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 Over-allotment Closing Date. On the Over-Over- allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price, by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,000,000 4,000,000 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $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 IPO Closing Datedate that the SEC declares the Registration Statement effective. On the IPO Closing Date, upon 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 Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of the closing of the over-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and each Over-allotment Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 600,000 400,000 Private Placement Warrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to portion of the over-allotment option that is exercised) at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to $600,000 (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment 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 Over-allotment Closing Date. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price, by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering (the “IPO Closing Date”)Offering, the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,000,000 555,556 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $6,000,000 555,556 (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 IPO Closing Date. On the IPO Closing Date, upon 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 Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of the closing of the over-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and each Over-allotment Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 600,000 66,666 Private Placement Warrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to portion of the over-allotment option that is exercised) at a price of $1.00 per warrant for an aggregate purchase price of up to $600,000 66,666 (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment 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 Over-allotment Closing Date. On the Over-Over- allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price, by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. To the extent that the full over-allotment option is not exercised by the end of the over-allotment period set out in the Registration Statement, any overpayment by Purchaser towards the Over-allotment Purchase Price will promptly be returned.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,000,000 [•] Private Placement Warrants at a price of $1.00 1.50 per warrant Private Placement Warrant for an aggregate purchase price of $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 instructionspay, at least one (1) business day prior to the IPO Closing Date, the Purchase Price by wire transfer of immediately available funds, to accounts designated by the Company, including 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, in accordance with the Company’s wiring instructions. On the IPO Closing Date, upon the payment by the Purchaser subject to receipt of the Purchase Price, by wire transfer of immediately available funds pursuant to the Companyimmediately prior sentence, the Company, at its option, Company shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, ,” and each Over-allotment Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 600,000 [•] Private Placement Warrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the over-allotment option that is then exercised) at a price of $1.00 1.50 per warrant Private Placement Warrant for an aggregate purchase price of up to $600,000 [•] (if the over-allotment option is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Company or the Trust Account (as set forth in accordance with the Company’s wiring wire instructions), at least one (1) business day prior to the applicable Over-allotment Closing Date. On the each Over-allotment Closing Date, upon the payment by the Purchaser subject to receipt of the Over-allotment Purchase Price, by wire transfer of immediately available funds pursuant to the Companyimmediately prior sentence, the Company, at its option, Company shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of execution of this Agreement or on such later time and date as may be mutually agreed in writing by the consummation of Purchaser and the Public Offering Company (the “IPO PPW Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,000,000 1,260,869 Private Placement Warrants at a price of $1.00 0.78 per warrant for an aggregate purchase price of $6,000,000 979,481 (the “Purchase Price”). The Purchaser , which 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 IPO Closing Date. On the IPO Closing Date, upon the payment by the Purchaser of the Purchase Price, be paid by wire transfer of immediately available funds to the Company, in accordance with the Company’s wiring instructions on or prior to the PPW Closing Date. On the PPW Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of the closing of the overOver-allotment option, if any, in connection with the Public Offering Option or on such earlier time and date as may be mutually agreed in writing by the Purchaser and the Company (each such date, an the “Over-allotment Closing Date”, and each Over-allotment Closing Date (if any) and the IPO PPW Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 600,000 126,087 Private Placement Warrants (or, to the extent the overOver-allotment option Option is not exercised in full, a lesser number of Private Placement Warrants in proportion proportionate to portion of the overOver-allotment option Option that is exercised) at a price of $1.00 0.78 per warrant for an aggregate purchase price of up to $600,000 97,948 (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company, in accordance with the Company’s wiring instructions, at least one (1) business day prior to the Over-allotment Closing Date. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price, by wire transfer of immediately available funds subject to the Companyreceipt of funds pursuant to the immediately prior sentence, the CompanyCompany shall, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of execution of this Agreement or on such later time and date as may be mutually agreed in writing by the consummation of Purchaser and the Public Offering Company (the “IPO PPW Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,000,000 2,608,696 Private Placement Warrants at a price of $1.00 0.78 per warrant for an aggregate purchase price of $6,000,000 2,026,511 (the “Purchase Price”). The Purchaser , which 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 IPO Closing Date. On the IPO Closing Date, upon the payment by the Purchaser of the Purchase Price, be paid by wire transfer of immediately available funds to the Company, in accordance with the Company’s wiring instructions on or prior to the PPW Closing Date. On the PPW Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of the closing of the overOver-allotment option, if any, in connection with the Public Offering Option or on such earlier time and date as may be mutually agreed in writing by the Purchaser and the Company (each such date, an the “Over-allotment Closing Date”, and each Over-allotment Closing Date (if any) and the IPO PPW Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 600,000 260,870 Private Placement Warrants (or, to the extent the overOver-allotment option Option is not exercised in full, a lesser number of Private Placement Warrants in proportion proportionate to portion of the overOver-allotment option Option that is exercised) at a price of $1.00 0.78 per warrant for an aggregate purchase price of up to $600,000 202,651 (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company, in accordance with the Company’s wiring instructions, at least one (1) business day prior to the Over-allotment Closing Date. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price, by wire transfer of immediately available funds subject to the Companyreceipt of funds pursuant to the immediately prior sentence, the CompanyCompany shall, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,000,000 [___] Private Placement Warrants at a price of $1.00 1.5101 per warrant for an aggregate purchase price of $6,000,000 [ ] (the “Purchase Price”). The Purchaser , which shall pay the Purchase Price be paid by wire transfer of immediately available funds to the Company, in accordance with the Company’s wiring instructions, at least one (1) business day prior to the IPO Closing Date. On the IPO Closing Date, upon the payment by the Purchaser of the Purchase Price, by wire transfer of immediately available funds subject to the Companyreceipt of funds pursuant to the immediately prior sentence, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of the closing of the overOver-allotment option, if any, in connection with the Public Offering Option or on such earlier time and date as may be mutually agreed in writing by the Purchaser and the Company (each such date, an the “Over-allotment Closing Date”, and each Over-allotment Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 600,000 [___] Private Placement Warrants (or, to the extent the overOver-allotment option Option is not exercised in full, a lesser number of Private Placement Warrants in proportion proportionate to portion of the overOver-allotment option Option that is exercised) at a price of $1.00 1.5101 per warrant for an aggregate purchase price of up to $600,000 [ ] (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company, in accordance with the Company’s wiring instructions, at least one (1) business day prior to the Over-allotment Closing Date. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price, by wire transfer of immediately available funds subject to the Companyreceipt of funds pursuant to the immediately prior sentence, the CompanyCompany shall, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,000,000 5,333,333 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $6,000,000 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 IPO Closing Date. On the IPO Closing Date, upon 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 Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of the closing of the over-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an the “Over-allotment Closing Date”, and each Over-allotment Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 600,000 Private Placement Warrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to portion of the over-allotment option that is exercised) at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to $600,000 900,000 (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds in accordance with the Company’s wiring instructionsfunds, at least one (1) business day prior to the Over-allotment Closing Date. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price, Price by wire transfer of immediately available funds to the Company, the CompanyCompany shall, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering (the “IPO Closing Date”)Offering, the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,000,000 8,499,999 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $6,000,000 8,499,999 (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 IPO Closing Date. On the IPO Closing Date, upon 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 Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of the closing of the over-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and each Over-allotment Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 600,000 991,668 Private Placement Warrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to portion of the over-allotment option that is exercised) at a price of $1.00 per warrant for an aggregate purchase price of up to $600,000 991,668 (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment 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 Over-allotment Closing Date. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price, by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering (the “IPO Closing Date”)Offering, the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,000,000 500,001 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $6,000,000 500,001 (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 IPO Closing Date. On the IPO Closing Date, upon 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 Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of the closing of the over-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and each Over-allotment Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 600,000 58,332 Private Placement Warrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to portion of the over-allotment option that is exercised) at a price of $1.00 per warrant for an aggregate purchase price of up to $600,000 58,332 (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment 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 Over-allotment Closing Date. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price, by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,000,000 15,333,333 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $6,000,000 23,000,000 (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 IPO Closing Date. On the IPO Closing Date, upon 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 Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of the closing of the over-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, ,” and each Over-allotment Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 600,000 2,000,000 Private Placement Warrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to portion of the over-allotment option that is exercised) at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to $600,000 3,000,000 (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment 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 Over-allotment Closing Date. On the Over-Over- allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price, by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,000,000 180,000 Private Placement Warrants at a price of $1.00 1.50 per warrant Private Placement Warrant for an aggregate purchase price of $6,000,000 270,000.00 (the “Purchase Price”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds in accordance with the Company’s wiring instructionspay, at least one (1) business day prior to the IPO Closing Date, the Purchase Price by wire transfer of immediately available funds, to accounts designated by the Company, including 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, in accordance with the Company’s wiring instructions. On the IPO Closing Date, upon the payment by the Purchaser subject to receipt of the Purchase Price, by wire transfer of immediately available funds pursuant to the Companyimmediately prior sentence, the Company, at its option, Company shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, ,” and each Over-allotment Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 600,000 30,000 Private Placement Warrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the over-allotment option that is then exercised) at a price of $1.00 1.50 per warrant Private Placement Warrant for an aggregate purchase price of up to $600,000 45,000.00 (if the over-allotment option is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Company or the Trust Account (as set forth in accordance with the Company’s wiring wire instructions), at least one (1) business day prior to the applicable Over-allotment Closing Date. On the each Over-allotment Closing Date, upon the payment by the Purchaser subject to receipt of the Over-allotment Purchase Price, by wire transfer of immediately available funds pursuant to the Companyimmediately prior sentence, the Company, at its option, Company shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,000,000 7,325,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $6,000,000 7,325,000 (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 IPO Closing Date. On the IPO Closing Date, upon 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 Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of the closing of the over-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and each Over-allotment Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 600,000 750,000 Private Placement Warrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to portion of the over-allotment option that is exercised) at a price of $1.00 per warrant for an aggregate purchase price of up to $600,000 750,000 (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment 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 Over-allotment Closing Date. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price, by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,000,000 8,600,000 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $6,000,000 12,900,000 (the “Purchase Price”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds in accordance with the Company’s wiring instructionspay, at least one (1) business day prior to the IPO Closing Date, the Purchase Price by wire transfer of immediately available funds, to accounts designated by the Company, including 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, in accordance with the Company’s wiring instructions. On the IPO Closing Date, upon the payment by the Purchaser subject to receipt of the Purchase Price, by wire transfer of immediately available funds pursuant to the Companyimmediately prior sentence, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, ,” and each Over-allotment Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 600,000 1,200,000 Private Placement Warrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the over-allotment option that is then exercised) at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to $600,000 1,800,000 (if the over-allotment option is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Company or the Trust Account (as set forth in accordance with the Company’s wiring wire instructions), at least one (1) business day prior to the applicable Over-allotment Closing Date. On the each Over-allotment Closing Date, upon the payment by the Purchaser subject to receipt of the Over-allotment Purchase Price, by wire transfer of immediately available funds pursuant to the Companyimmediately prior sentence, the CompanyCompany shall, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,000,000 7,000,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $6,000,000 7,000,000 (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 IPO Closing Date. On the IPO Closing Date, upon 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 Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of the closing of the over-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and each Over-allotment Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 600,000 750,000 Private Placement Warrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to portion of the over-allotment option that is exercised) at a price of $1.00 per warrant for an aggregate purchase price of up to $600,000 750,000 (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment 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 Over-allotment Closing Date. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price, by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,000,000 9,000,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $6,000,000 9,000,000 (the “Purchase Price”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds in the following amounts: (i) $2,000,000 to the Company at a financial institution to be chosen by the Company, and (ii) $7,000,000 to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each case in accordance with the Company’s wiring instructions, at least one (1) business day prior to the IPO Closing Date. On the IPO Closing Date, upon the payment by the Purchaser of the Purchase Price, by wire transfer of immediately available funds subject to the Companyreceipt of funds pursuant to the immediately prior sentence, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of the closing of the over-allotment optionoption to purchase additional units, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an the “Over-allotment Closing Date”, and each Over-allotment Closing Date (if any) and the IPO Closing Date, a “Allotment Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 600,000 900,000 Private Placement Warrants (or, to the extent the over-allotment option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the over-allotment option that is exercised) at a price of $1.00 per warrant for an aggregate purchase price of up to $600,000 900,000 (the “Over-allotment Allotment Purchase Price”). The Purchaser shall pay the Over-allotment Allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds in accordance with to the Company’s wiring instructionsTrust Account, at least one (1) business day prior to the Over-allotment Allotment Closing Date. On the Over-allotment Allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price, by wire transfer of immediately available funds subject to the Companyreceipt of funds pursuant to the immediately prior sentence, the CompanyCompany shall, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of execution of this Agreement or on such later time and date as may be mutually agreed in writing by the consummation of Purchaser and the Public Offering Company (the “IPO PPW Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,000,000 1,043,478 Private Placement Warrants at a price of $1.00 1.51 per warrant for an aggregate purchase price of $6,000,000 1,575,764 (the “Purchase Price”). The Purchaser , which 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 IPO Closing Date. On the IPO Closing Date, upon the payment by the Purchaser of the Purchase Price, be paid by wire transfer of immediately available funds to the Company, in accordance with the Company’s wiring instructions on or prior to the PPW Closing Date. On the PPW Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of the closing of the overOver-allotment option, if any, in connection with the Public Offering Option or on such earlier time and date as may be mutually agreed in writing by the Purchaser and the Company (each such date, an the “Over-allotment Closing Date”, and each Over-allotment Closing Date (if any) and the IPO PPW Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 600,000 104,348 Private Placement Warrants (or, to the extent the overOver-allotment option Option is not exercised in full, a lesser number of Private Placement Warrants in proportion proportionate to portion of the overOver-allotment option Option that is exercised) at a price of $1.00 1.51 per warrant for an aggregate purchase price of up to $600,000 157,576 (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company, in accordance with the Company’s wiring instructions, at least one (1) business day prior to the Over-allotment Closing Date. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price, by wire transfer of immediately available funds subject to the Companyreceipt of funds pursuant to the immediately prior sentence, the CompanyCompany shall, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,000,000 9,250,000 Private Placement Warrants at a price of $1.00 per warrant Private Placement Warrant, for an aggregate purchase price of $6,000,000 9,250,000 (the “Purchase Price”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds in accordance with the Company’s wiring instructionspay, at least one (1) business day prior to the IPO Closing Date, the Purchase Price by wire transfer of immediately available funds, to accounts designated by the Company, including 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, in accordance with the Company’s wiring instructions. On the IPO Closing Date, upon the payment by the Purchaser subject to receipt of the Purchase Price, by wire transfer of immediately available funds pursuant to the Companyimmediately prior sentence, the CompanyCompany shall, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, ,” and each Over-allotment Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 600,000 1,200,000 Private Placement Warrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the over-allotment option that is then exercised) at a price of $1.00 per warrant Private Placement Warrant, for an aggregate purchase price of up to $600,000 1,200,000 (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Company or the Trust Account (as set forth in accordance with the Company’s wiring wire instructions), at least one (1) business day prior to the applicable Over-allotment Closing Date. On the each Over-allotment Closing Date, upon the payment by the Purchaser subject to receipt of the Over-allotment Purchase Price, by wire transfer of immediately available funds pursuant to the Companyimmediately prior sentence, the CompanyCompany shall, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,000,000 5,626,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $6,000,000 5,626,000.00 (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, instructions at least one (1) business day prior to the IPO Closing Date. On the IPO Closing Date, upon the payment by the Purchaser of the Purchase Price, Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of the closing of the over-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and each Over-allotment Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 600,000 626,400 Private Placement Warrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the over-allotment option that is exercised) at a price of $1.00 per warrant for an aggregate purchase price of up to $600,000 626,400.00 (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price by wire transfer of immediately available funds in accordance with the Company’s wiring instructions, instructions at least one (1) business day prior to the Over-allotment Closing Date. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price, Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,000,000 5,666,667 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $6,000,000 8,500,000 (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 IPO Closing Date. On the IPO Closing Date, upon the assuming payment by the Purchaser of the Purchase Price, by wire transfer of immediately available funds to Price in accordance with the Companyprior sentence, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of the closing of the over-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and each Over-allotment Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 600,000 Private Placement Warrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the over-allotment option that is exercised) at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to $600,000 900,000 (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment 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 Over-allotment Closing Date. On the Over-allotment Closing Date, upon the assuming payment by the Purchaser of the Over-allotment Purchase Price, by wire transfer of immediately available funds to Price in accordance with the Companyprior sentence, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,000,000 750,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $6,000,000 750,000 (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 IPO Closing Datedate that the SEC declares the Registration Statement effective. On the IPO Closing Date, upon 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 Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of the closing of the over-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and each Over-allotment Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 600,000 112,500 Private Placement Warrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to portion of the over-allotment option that is exercised) at a price of $1.00 per warrant for an aggregate purchase price of up to $600,000 112,500 (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment 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 Over-allotment Closing Date. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price, by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,000,000 4,266,667 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $6,000,000 6,400,000 (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 IPO Closing Date. On the IPO Closing Date, upon 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 Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of the closing of the over-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and each Over-allotment Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 600,000 440,000 Private Placement Warrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to portion of the over-allotment option that is exercised) at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to $600,000 660,000 (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment 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 Over-allotment Closing Date. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price, by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,000,000 5,200,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $6,000,000 5,200,000 (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 IPO Closing Date. On the IPO Closing Date, upon 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 Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of the closing of the over-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and each Over-allotment Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 600,000 480,000 Private Placement Warrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to portion of the over-allotment option that is exercised) at a price of $1.00 per warrant for an aggregate purchase price of up to $600,000 480,000 (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment 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 Over-allotment Closing Date. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price, by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,000,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $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 IPO Closing Date. On the IPO Closing Date, upon 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 Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of the closing of the over-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and each Over-allotment Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 600,000 4,750,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $4,750,000 (or, the “Purchase Price”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds to the extent Company in accordance with the Company’s wiring instructions, at least one (1) business day prior to the date of effectiveness of the registration statement to be filed in connection with the Public Offering. On the Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company shall deliver a certificate evidencing the Private Placement Warrants duly registered in the Purchaser’s name to the Purchaser. (ii) If the over-allotment option in connection with the Public Offering is not exercised in fullexercised, a lesser number of Private Placement Warrants in proportion then on or prior to portion the date of the consummation of the closing of such over-allotment option that is exercised) (the “Over-allotment Closing Date”, and together with the Closing Date, the “Closing Dates”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 450,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of up to $600,000 450,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions, at least one (1) business day prior to the Over-allotment Closing Date. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price, by wire transfer of immediately available funds to the Company, the Company, at its option, Company shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name names to the Purchaser or effect such delivery in book-entry formPurchaser.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,000,000 1,606,061 Private Placement Warrants at a price of $1.00 per warrant Private Placement Warrant for an aggregate purchase price of $6,000,000 1,606,061 (the “Purchase Price”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds in accordance with the Company’s wiring instructionspay, at least one (1) business day prior to the IPO Closing Date, the Purchase Price by wire transfer of immediately available funds, to accounts designated by the Company, including 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, in accordance with the Company’s wiring instructions. On the IPO Closing Date, upon the payment by the Purchaser subject to receipt of the Purchase Price, by wire transfer of immediately available funds pursuant to the Companyimmediately prior sentence, the CompanyCompany shall, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, ,” and each Over-allotment Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 600,000 175,206 Private Placement Warrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the over-allotment option that is then exercised) at a price of $1.00 per warrant Private Placement Warrant for an aggregate purchase price of up to $600,000 175,206 (if the over-allotment option is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Company or the Trust Account (as set forth in accordance with the Company’s wiring wire instructions), at least one (1) business day prior to the applicable Over-allotment Closing Date. On the each Over-allotment Closing Date, upon the payment by the Purchaser subject to receipt of the Over-allotment Purchase Price, by wire transfer of immediately available funds pursuant to the Companyimmediately prior sentence, the CompanyCompany shall, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,000,000 6,825,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $6,000,000 6,825,000 (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 IPO Closing Date. On the IPO Closing Date, upon 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 Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of the closing of the over-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and each Over-allotment Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 600,000 675,000 Private Placement Warrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to portion of the over-allotment option that is exercised) at a price of $1.00 per warrant for an aggregate purchase price of up to $600,000 675,000 (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment 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 Over-allotment Closing Date. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price, by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,000,000 534,375 Private Placement Warrants at a price of $1.00 1.50 per warrant Private Placement Warrant for an aggregate purchase price of $6,000,000 801,562.50 (the “Purchase Price”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds in accordance with the Company’s wiring instructionspay, at least one (1) business day prior to the IPO Closing Date, the Purchase Price by wire transfer of immediately available funds, to accounts designated by the Company, including 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, in accordance with the Company’s wiring instructions. On the IPO Closing Date, upon the payment by the Purchaser subject to receipt of the Purchase Price, by wire transfer of immediately available funds pursuant to the Companyimmediately prior sentence, the Company, at its option, Company shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, ,” and each Over-allotment Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 600,000 89,062 Private Placement Warrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the over-allotment option that is then exercised) at a price of $1.00 1.50 per warrant Private Placement Warrant for an aggregate purchase price of up to $600,000 133,593.00 (if the over-allotment option is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Company or the Trust Account (as set forth in accordance with the Company’s wiring wire instructions), at least one (1) business day prior to the applicable Over-allotment Closing Date. On the each Over-allotment Closing Date, upon the payment by the Purchaser subject to receipt of the Over-allotment Purchase Price, by wire transfer of immediately available funds pursuant to the Companyimmediately prior sentence, the Company, at its option, Company shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,000,000 6,800,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $6,000,000 6,800,000 (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 IPO Closing Date. On the IPO Closing Date, upon 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 Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of the closing of the over-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and each Over-allotment Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 600,000 720,000 Private Placement Warrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to portion of the over-allotment option that is exercised) at a price of $1.00 per warrant for an aggregate purchase price of up to $600,000 720,000 (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment 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 Over-allotment Closing Date. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price, by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,000,000 4,000,000 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $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 IPO Closing Date. On the IPO Closing Date, upon 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 Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of the closing of the over-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, ,” and each Over-allotment Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 600,000 400,000 Private Placement Warrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to portion of the over-allotment option that is exercised) at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to $600,000 (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment 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 Over-allotment Closing Date. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price, by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,000,000 90,000 Private Placement Warrants at a price of $1.00 1.50 per warrant Private Placement Warrant for an aggregate purchase price of $6,000,000 135,000.00 (the “Purchase Price”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds in accordance with the Company’s wiring instructionspay, at least one (1) business day prior to the IPO Closing Date, the Purchase Price by wire transfer of immediately available funds, to accounts designated by the Company, including 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, in accordance with the Company’s wiring instructions. On the IPO Closing Date, upon the payment by the Purchaser subject to receipt of the Purchase Price, by wire transfer of immediately available funds pursuant to the Companyimmediately prior sentence, the Company, at its option, Company shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, ,” and each Over-allotment Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 600,000 15,000 Private Placement Warrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the over-allotment option that is then exercised) at a price of $1.00 1.50 per warrant Private Placement Warrant for an aggregate purchase price of up to $600,000 22,500.00 (if the over-allotment option is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Company or the Trust Account (as set forth in accordance with the Company’s wiring wire instructions), at least one (1) business day prior to the applicable Over-allotment Closing Date. On the each Over-allotment Closing Date, upon the payment by the Purchaser subject to receipt of the Over-allotment Purchase Price, by wire transfer of immediately available funds pursuant to the Companyimmediately prior sentence, the Company, at its option, Company shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,000,000 19,333,333 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $6,000,000 29,000,000 (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 IPO Closing Date. On the IPO Closing Date, upon 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 Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of the closing of the over-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, ,” and each Over-allotment Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 600,000 2,400,000 Private Placement Warrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to portion of the over-allotment option that is exercised) at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to $600,000 3,600,000 (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment 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 Over-allotment Closing Date. On the Over-Over- allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price, by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,000,000 6,590,909 Private Placement Warrants at a price of $1.00 per warrant Private Placement Warrant for an aggregate purchase price of $6,000,000 6,590,909 (the “Purchase Price”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds in accordance with the Company’s wiring instructionspay, at least one (1) business day prior to the IPO Closing Date, the Purchase Price by wire transfer of immediately available funds, to accounts designated by the Company, including 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, in accordance with the Company’s wiring instructions. On the IPO Closing Date, upon the payment by the Purchaser subject to receipt of the Purchase Price, by wire transfer of immediately available funds pursuant to the Companyimmediately prior sentence, the Company, at its option, Company shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, ,” and each Over-allotment Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 600,000 659,091 Private Placement Warrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the over-allotment option that is then exercised) at a price of $1.00 per warrant Private Placement Warrant for an aggregate purchase price of up to $600,000 659,091 (if the over-allotment option is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Company or the Trust Account (as set forth in accordance with the Company’s wiring wire instructions), at least one (1) business day prior to the applicable Over-allotment Closing Date. On the each Over-allotment Closing Date, upon the payment by the Purchaser subject to receipt of the Over-allotment Purchase Price, by wire transfer of immediately available funds pursuant to the Companyimmediately prior sentence, the Company, at its option, Company shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,000,000 9,600,000 Private Placement Warrants at a price of $1.00 per warrant Private Placement Warrant, for an aggregate purchase price of $6,000,000 9,600,000 (the “Purchase Price”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds in accordance with the Company’s wiring instructionspay, at least one (1) business day prior to the IPO Closing Date, the Purchase Price by wire transfer of immediately available funds, to accounts designated by the Company, including 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, in accordance with the Company’s wiring instructions. On the IPO Closing Date, upon the payment by the Purchaser subject to receipt of the Purchase Price, by wire transfer of immediately available funds pursuant to the Companyimmediately prior sentence, the CompanyCompany shall, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, ,” and each Over-allotment Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 600,000 1,260,000 Private Placement Warrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the over-allotment option that is then exercised) at a price of $1.00 per warrant Private Placement Warrant, for an aggregate purchase price of up to $600,000 1,260,000 (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Company or the Trust Account (as set forth in accordance with the Company’s wiring wire instructions), at least one (1) business day prior to the applicable Over-allotment Closing Date. On the each Over-allotment Closing Date, upon the payment by the Purchaser subject to receipt of the Over-allotment Purchase Price, by wire transfer of immediately available funds pursuant to the Companyimmediately prior sentence, the CompanyCompany shall, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser Purchaser, or effect such delivery in book-entry form.