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

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 3,500,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $3,500,000 (the “Purchase Price”), which shall 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 Purchaser of the Purchase Price, 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 consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, the “Over-Allotment Closing Date”, and each Over-Allotment Closing Date (if any) together with the Initial Closing Date, the “Closing Dates” and each, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 225,000 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 per Private Placement Warrant for an aggregate purchase price of up to $225,000 (the “Over-Allotment Purchase Price”), which shall be paid 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. On the Over-Allotment Closing Date, upon the payment by the Purchaser of the Over-Allotment Purchase Price, 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 Purchasers, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 3,500,000 500,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $3,500,000 500,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to the Initial Closing Date date of effectiveness of the registration statement on Form S-1 (File No. 333-239819) filed in accordance connection with the Company’s wiring instructionsPublic Offering. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the CompanyCompany shall either, at its option, shall deliver a certificate certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) . On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, the an “Over-Allotment allotment Closing Date”, ,” and each Over-Allotment allotment Closing Date (if any) together with and the Initial Closing Date, the “Closing Dates” and each, Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 225,000 an aggregate of 48,610 Private Placement Warrants (orWarrants, to in the extent same proportion as the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion amount of the over-allotment option that is exercised) , at a price of $1.00 per Private Placement Warrant warrant for an aggregate purchase price of up to $225,000 48,610 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-Allotment allotment Purchase Price”), which shall be paid 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. On the Over-Allotment allotment Closing Date, upon the payment by the Purchaser of the Over-Allotment allotment Purchase PricePrice payable by it by wire transfer of immediately available funds to the Company, the CompanyCompany shall either, at its option, shall deliver a certificate certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the PurchasersPurchaser, 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 Offering, and concurrently with the consummation thereof, or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 3,500,000 Company 5,678,676 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $3,500,000 5,678,676 (the “Purchase Price”), which shall 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 Purchaser of the Purchase Price, the Company, shall either, 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 consummation of the closing of the over-allotment option in connection with the Public Offering Offering, and concurrently with the consummation thereof, or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, the an “Over-Allotment allotment Closing Date”, and each Over-Allotment Closing Date (if any) ; together with the Initial Closing Date, the “Closing Dates” and each, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 225,000 an aggregate of 516,529 Private Placement Warrants (orWarrants, to in the extent same proportion as the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion amount of the over-allotment option that is exercised) , at a price of $1.00 per Private Placement Warrant warrant for an aggregate purchase price of up to $225,000 516,529 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-Allotment allotment Purchase Price”), which shall be paid 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. On the Over-Allotment allotment Closing Date, upon the payment by the Purchaser of the Over-Allotment allotment Purchase PricePrice payable by it by wire transfer of immediately available funds to the Company, the CompanyCompany shall either, 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 PurchasersPurchaser, 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 “Initial IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 3,500,000 4,666,667 Private Placement Warrants at a price of $1.00 1.50 per warrant Private Placement Warrant for an aggregate purchase price of $3,500,000 7,000,000 (the “Purchase Price”). The Purchaser shall pay, which shall be paid at least one (1) business day prior to the IPO Closing Date, the Purchase Price by wire transfer of immediately available funds funds, to accounts designated by the Company, including to the Company trust account (the “Trust Account”), at least one business day prior a financial institution to be chosen by the Initial Closing Date Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, in accordance with the Company’s wiring instructions. On the Initial IPO Closing Date, upon subject to receipt of funds pursuant to the payment by the Purchaser of the Purchase Priceimmediately prior sentence, the Company, at its option, Company 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 consummation of the closing of the over-allotment option option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, the an “Over-Allotment allotment Closing Date”, ,” and each Over-Allotment allotment Closing Date (if any) together with and the Initial IPO Closing Date, the “Closing Dates” and each, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 225,000 500,000 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 then exercised) at a price of $1.00 1.50 per Private Placement Warrant for an aggregate purchase price of up to $225,000 750,000 (if the over-allotment option is exercised in full) (the “Over-Allotment allotment Purchase Price”), which . The Purchaser shall be paid 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 the wire instructions), at least one (1) business day prior to the applicable Over-Allotment allotment Closing Date in accordance with the Company’s wiring instructionsDate. On the each Over-Allotment allotment Closing Date, upon subject to receipt of funds pursuant to the payment by the Purchaser of the Over-Allotment Purchase Priceimmediately prior sentence, the Company, at its option, Company 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 Purchasers, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 3,500,000 6,600,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $3,500,000 6,600,000 (the “Purchase Price”), which shall 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 Purchaser of the Purchase Price, 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 consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, the an “Over-Allotment allotment Closing Date”, and each Over-Allotment allotment Closing Date (if any) together with and the Initial Closing Date, the “Closing Dates” and each, Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 225,000 an aggregate of 600,000 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 exercised) at a price of $1.00 per Private Placement Warrant warrant in the same proportion as the amount of the over-allotment option is then so exercised for an aggregate purchase price of up to $225,000 600,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-Allotment allotment Purchase Price”), which . The Purchaser shall be paid 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. On the Over-Allotment allotment Closing Date, upon the payment by the Purchaser of the Over-Allotment allotment Purchase Price, 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 PurchasersPurchaser, 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 “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 3,500,000 6,000,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $3,500,000 6,000,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to the Initial Closing Date date of effectiveness of the registration statement on Form S-1 (File No. 333-236208) filed in accordance connection with the Company’s wiring instructionsPublic Offering. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, shall either, at its option, shall deliver a certificate certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) . On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, the an “Over-Allotment allotment Closing Date”, ,” and each Over-Allotment allotment Closing Date (if any) together with and the Initial Closing Date, the “Closing Dates” and each, Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 225,000 an aggregate of 600,000 Private Placement Warrants (orWarrants, to in the extent same proportion as the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion amount of the over-allotment option that is exercised) , at a price of $1.00 per Private Placement Warrant warrant for an aggregate purchase price of up to $225,000 600,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-Allotment allotment Purchase Price”), which shall be paid 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. On the Over-Allotment allotment Closing Date, upon the payment by the Purchaser of the Over-Allotment allotment Purchase PricePrice payable by them by wire transfer of immediately available funds to the Company, the CompanyCompany shall either, at its option, shall deliver a certificate certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the PurchasersPurchaser, 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 “Initial IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 3,500,000 1,200,000 Private Placement Warrants at a price of $1.00 0.90 per warrant for an aggregate purchase price of $3,500,000 1,080,000 (the “Purchase Price”), which . The Purchaser shall be paid pay the Purchase Price by wire transfer of immediately available funds to the Company at least one business day prior to trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the Initial Closing Date “Trust Account”), in accordance with the Company’s wiring instructions, at least one (1) business day prior to the IPO Closing Date. On the Initial IPO Closing Date, upon subject to the payment by receipt of funds pursuant to the Purchaser of the Purchase Priceimmediately 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, Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option to purchase additional units, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, the “Over-Allotment Option Closing Date”, and each Over-Allotment Option Closing Date (if any) together with and the Initial IPO Closing Date, the “Closing Dates” and each, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 225,000 180,000 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 0.90 per Private Placement Warrant warrant for an aggregate purchase price of up to $225,000 162,000 (the “Over-Allotment Option Purchase Price”), which . The Purchaser shall be paid pay the Option Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Company Trust Account, at least one (1) business day prior to the Over-Allotment Option Closing Date in accordance with the Company’s wiring instructionsDate. On the Over-Allotment Option Closing Date, upon subject to the payment by receipt of funds pursuant to the Purchaser of the Over-Allotment Purchase Priceimmediately 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 Purchasers, Purchaser or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of Simultaneously with the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by each of the Purchaser Purchasers and the Company (the “Initial Closing Date”), the Company shall issue and sell to the PurchaserPurchasers, and the Purchaser Purchasers, severally and not jointly, shall purchase from the Company, an aggregate of 3,500,000 5,235,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $3,500,000 5,235,000 (the “Purchase Price”), which . The number of Private Placement Warrants to be purchased by each Purchaser on the Initial Closing Date is set forth opposite such Purchaser’s name on such Purchaser’s signature page hereto. Purchasers shall be paid pay the Purchase Price by wire transfer of immediately available funds to the Company trust account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company, acting as trustee (“Continental”), at least one (1) business day prior to the Initial Closing Date in accordance with date of effectiveness (the Company’s wiring instructions“Effective Date”) of the registration statement relating to the Public Offering (the “Registration Statement”). On the Initial Closing Date, upon the payment by the Purchaser Purchasers of the Purchase Price, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form. (ii) On the date of Simultaneously with the consummation of the closing of the over-allotment option in connection with the Public Offering (the “Over-Allotment Option”) or on such earlier time and date as may be mutually agreed by each of the Purchaser Purchasers and the Company (each such date, the an “Over-Allotment Closing Date”, ,” and each Over-Allotment Closing Date (if any) together with and the Initial Closing Date, the “Closing Dates” and each, Date being sometimes referred to herein as a “Closing Date”), the Company shall issue Purchasers, severally and sell to the Purchasernot jointly, and the Purchaser shall purchase from the Company, up to 225,000 an additional 525,000 Private Placement Warrants (orthe “Additional Warrants”), to in the extent same proportion as the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion amount of the over-allotment option that is so exercised, and simultaneously with such purchase of Additional Warrants, as payment in full for the Additional Warrants being purchased hereunder, and at least one (1) at a price of business day prior to the Over-Allotment Closing Date, Purchasers shall pay $1.00 per Private Placement Warrant for Additional Warrant, up to an aggregate purchase price amount of up to $225,000 525,000 (the “Over-Allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company at least one business day prior Company, to the Trust Account. The number of Private Placement Warrants to be purchased by each Purchaser on the Over-Allotment Closing Date in accordance with the Companyis set forth opposite such Purchaser’s wiring instructionsname on such Purchaser’s signature page hereto. On the Over-Allotment Closing Date, upon the payment by the Purchaser Purchasers of the Over-Allotment Purchase Price, the Company, at its option, shall deliver a certificate evidencing the Private Placement Additional Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchasers, 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 “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 3,500,000 4,955,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $3,500,000 4,955,000 (the “Purchase Price”), which shall 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 Purchaser of the Purchase Price, 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 consummation of the closing of the over-allotment option in connection with the Public Offering Offering, and concurrently with the consummation thereof, or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, the an “Over-Allotment allotment Closing Date”, and each Over-Allotment Closing Date (if any) ; together with the Initial Closing Date, the “Closing Dates” and each, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 225,000 an aggregate of 82,500 Private Placement Warrants (orWarrants, to in the extent same proportion as the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion amount of the over-allotment option that is exercised) , at a price of $1.00 per Private Placement Warrant warrant for an aggregate purchase price of up to $225,000 82,500 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-Allotment allotment Purchase Price”), which shall be paid 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. On the Over-Allotment allotment Closing Date, upon the payment by the Purchaser of the Over-Allotment allotment Purchase PricePrice payable by it by wire transfer of immediately available funds to the Company, the CompanyCompany shall either, 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 names to the PurchasersPurchaser, 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 “Initial IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 3,500,000 4,133,333 Private Placement Warrants at a price of $1.00 1.50 per warrant Private Placement Warrant for an aggregate purchase price of $3,500,000 6,200,000 (the “Purchase Price”). The Purchaser shall pay, which shall be paid at least one (1) business day prior to the IPO Closing Date, the Purchase Price by wire transfer of immediately available funds funds, to accounts designated by the Company, including to the Company trust account (the “Trust Account”), at least one business day prior a financial institution to be chosen by the Initial Closing Date Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, in accordance with the Company’s wiring instructions. On the Initial IPO Closing Date, upon subject to receipt of funds pursuant to the payment by the Purchaser of the Purchase Priceimmediately prior sentence, the Company, at its option, Company 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 consummation of the closing of the over-allotment option option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, the an “Over-Allotment allotment Closing Date”, ,” and each Over-Allotment allotment Closing Date (if any) together with and the Initial IPO Closing Date, the “Closing Dates” and each, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 225,000 400,000 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 Private Placement Warrant for an aggregate purchase price of up to $225,000 600,000 (if the over-allotment option is exercised in full) (the “Over-Allotment allotment Purchase Price”), which . The Purchaser shall be paid 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 the wire instructions), at least one (1) business day prior to the applicable Over-Allotment allotment Closing Date in accordance with the Company’s wiring instructionsDate. On the each Over-Allotment allotment Closing Date, upon subject to receipt of funds pursuant to the payment by the Purchaser of the Over-Allotment Purchase Priceimmediately prior sentence, the Company, at its option, Company 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 Purchasers, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser Purchasers and the Company (the “Initial Closing Date”), the Company shall issue and sell to the PurchaserPurchasers, and the Purchaser Purchasers shall purchase from the Company, an aggregate of 3,500,000 6,800,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $3,500,000 6,800,000 (the “Purchase Price”) (in such amounts as described on Exhibit A hereto), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to the Initial Closing Date in accordance with the Company’s wiring instructionsDate. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, shall either, at its option, shall deliver a certificate certificates evidencing the Private Placement Warrants purchased by the Purchaser Purchasers on such date duly registered in the each Purchaser’s name to the each Purchaser, or effect such delivery in book-entry form. (ii) . On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser Purchasers and the Company (each such date, the an “Over-Allotment allotment Closing Date”, ,” and each Over-Allotment allotment Closing Date (if any) together with and the Initial Closing Date, the “Closing Dates” and each, Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the PurchaserPurchasers, and the Purchaser Purchasers shall purchase from the Company, up to 225,000 an aggregate of 720,000 Private Placement Warrants (orWarrants, to in the extent same proportion as the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion amount of the over-allotment option that is exercised) , at a price of $1.00 per Private Placement Warrant warrant for an aggregate purchase price of up to $225,000 720,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-Allotment allotment Purchase Price”) (in such amounts as described on Exhibit A hereto), which shall be paid 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. On the Over-Allotment allotment Closing Date, upon the payment by the Purchaser Purchasers of the Over-Allotment allotment Purchase PricePrice payable by them by wire transfer of immediately available funds to the Company, the CompanyCompany shall either, at its option, shall deliver a certificate certificates evidencing the Private Placement Warrants purchased by the Purchaser Purchasers on such date duly registered in the each Purchaser’s name to the Purchaserseach 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 Purchasers and the Company (the “Initial Closing Date”), the Company shall issue and sell to the PurchaserPurchasers, and the Purchaser Purchasers shall purchase from the Company, an aggregate of 3,500,000 6,666,667 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $3,500,000 10,000,000 (the “Purchase Price”) (in such amounts as described on Exhibit A hereto), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to the Initial Closing Date in accordance with the Company’s wiring instructionsDate. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, shall either, at its option, shall deliver a certificate certificates evidencing the Private Placement Warrants purchased by the Purchaser Purchasers on such date duly registered in the each Purchaser’s name to the each Purchaser, or effect such delivery in book-entry form. (ii) . On the date of the consummation of the any closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser Purchasers and the Company (each such date, the an “Over-Allotment allotment Closing Date”, ,” and each Over-Allotment allotment Closing Date (if any) together with and the Initial Closing Date, the “Closing Dates” and each, Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the PurchaserPurchasers, and the Purchaser Purchasers shall purchase from the Company, up to 225,000 an aggregate of 7,466,667 Private Placement Warrants (orWarrants, to in the extent same proportion as the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion amount of the over-allotment option that is exercised) , at a price of $1.00 1.50 per Private Placement Warrant warrant for an aggregate purchase price of up to $225,000 11,200,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-Allotment allotment Purchase Price”) (in such amounts as described on Exhibit A hereto), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to the such Over-Allotment allotment Closing Date in accordance with the Company’s wiring instructionsDate. On the Over-Allotment allotment Closing Date, upon following the payment by the Purchaser Purchasers of the Over-Allotment allotment Purchase PricePrice payable by them by wire transfer of immediately available funds to the Company, the CompanyCompany shall either, at its option, shall deliver a certificate certificates evidencing the Private Placement Warrants purchased by the Purchaser Purchasers on such date duly registered in the each Purchaser’s name to the Purchaserseach 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 “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 3,500,000 5,500,000 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $3,500,000 8,250,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to the Initial Closing Date date of effectiveness of the registration statement on Form S-1 (File No. 333-[ ]) filed in accordance connection with the Company’s wiring instructionsPublic Offering. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, shall either, at its option, shall deliver a certificate certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) . On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, the an “Over-Allotment allotment Closing Date”, ,” and each Over-Allotment allotment Closing Date (if any) together with and the Initial Closing Date, the “Closing Dates” and each, Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 225,000 an aggregate of 600,000 Private Placement Warrants (orWarrants, to in the extent same proportion as the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion amount of the over-allotment option that is exercised) , at a price of $1.00 1.50 per Private Placement Warrant warrant for an aggregate purchase price of up to $225,000 900,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-Allotment allotment Purchase Price”), which shall be paid 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. On the Over-Allotment allotment Closing Date, upon the payment by the Purchaser of the Over-Allotment allotment Purchase PricePrice payable by them by wire transfer of immediately available funds to the Company, the CompanyCompany shall either, at its option, shall deliver a certificate certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the PurchasersPurchaser, 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 “Initial IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 3,500,000 106,875 Private Placement Warrants at a price of $1.00 1.50 per warrant Private Placement Warrant for an aggregate purchase price of $3,500,000 160,312.50 (the “Purchase Price”). The Purchaser shall pay, which shall be paid at least one (1) business day prior to the IPO Closing Date, the Purchase Price by wire transfer of immediately available funds funds, to accounts designated by the Company, including to the Company trust account (the “Trust Account”), at least one business day prior a financial institution to be chosen by the Initial Closing Date Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, in accordance with the Company’s wiring instructions. On the Initial IPO Closing Date, upon subject to receipt of funds pursuant to the payment by the Purchaser of the Purchase Priceimmediately prior sentence, the Company, at its option, Company 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 consummation of the closing of the over-allotment option option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, the an “Over-Allotment allotment Closing Date”, ,” and each Over-Allotment allotment Closing Date (if any) together with and the Initial IPO Closing Date, the “Closing Dates” and each, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 225,000 17,813 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 Private Placement Warrant for an aggregate purchase price of up to $225,000 26,719.50 (if the over-allotment option is exercised in full) (the “Over-Allotment allotment Purchase Price”), which . The Purchaser shall be paid 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 the wire instructions), at least one (1) business day prior to the applicable Over-Allotment allotment Closing Date in accordance with the Company’s wiring instructionsDate. On the each Over-Allotment allotment Closing Date, upon subject to receipt of funds pursuant to the payment by the Purchaser of the Over-Allotment Purchase Priceimmediately prior sentence, the Company, at its option, Company 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 Purchasers, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 3,500,000 4,266,667 Private Placement Warrants at a price of $1.00 1.50 per warrant Private Placement Warrant for an aggregate purchase price of $3,500,000 6,400,000 (the “Purchase Price”). The Purchaser shall pay, which shall be paid at least one (1) business day prior to the IPO Closing Date, the Purchase Price by wire transfer of immediately available funds funds, to accounts designated by the Company, including to the Company trust account (the “Trust Account”), at least one business day prior a financial institution to be chosen by the Initial Closing Date Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, in accordance with the Company’s wiring instructions. On the Initial IPO Closing Date, upon subject to receipt of funds pursuant to the payment by the Purchaser of the Purchase Priceimmediately prior sentence, the Company, at its option, Company 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 consummation of the closing of the over-allotment option option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, the an “Over-Allotment allotment Closing Date”, ,” and each Over-Allotment allotment Closing Date (if any) together with and the Initial IPO Closing Date, the “Closing Dates” and each, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 225,000 440,000 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 the portion of the over-allotment option that is then exercised) at a price of $1.00 1.50 per Private Placement Warrant for an aggregate purchase price of up to $225,000 660,000 (if the over-allotment option is exercised in full) (the “Over-Allotment allotment Purchase Price”), which . The Purchaser shall be paid 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 the wire instructions), at least one (1) business day prior to the applicable Over-Allotment allotment Closing Date in accordance with the Company’s wiring instructionsDate. On the each Over-Allotment allotment Closing Date, upon subject to receipt of funds pursuant to the payment by the Purchaser of the Over-Allotment Purchase Priceimmediately prior sentence, the Company, at its option, Company 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 Purchasers, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 3,500,000 6,000,000 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $3,500,000 9,000,000 (the “Purchase Price”). The Purchaser shall pay, which shall be paid at least one (1) business day prior to the IPO Closing Date, the Purchase Price by wire transfer of immediately available funds funds, consisting of (i) $7,000,000 to 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 (the “Trust Account”), and (ii) $2,000,000 to, or on behalf of, the Company at least one business day prior to the Initial Closing Date in accordance with the Company’s wiring instructions. On the Initial IPO Closing Date, upon subject to receipt of funds pursuant to the payment by the Purchaser of the Purchase Priceimmediately 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, Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the any over-allotment option option, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, the an “Over-Allotment allotment Closing Date”, ,” and each Over-Allotment allotment Closing Date (if any) together with and the Initial IPO Closing Date, the “Closing Dates” and each, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 225,000 700,000 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 Private Placement Warrant warrant for an aggregate purchase price of up to $225,000 1,050,000 (if the over-allotment option is exercised in full) (the “Over-Allotment allotment Purchase Price”), which . The Purchaser shall be paid 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 the wire instructions), at least one (1) business day prior to the Over-Allotment allotment Closing Date in accordance with the Company’s wiring instructionsDate. On the each Over-Allotment allotment Closing Date, upon subject to receipt of funds pursuant to the payment by the Purchaser of the Over-Allotment Purchase Priceimmediately prior sentence, the CompanyCompany shall, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date Closing Date duly registered in the Purchaser’s name to the Purchasers, 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 “Initial IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 3,500,000 7,000,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $3,500,000 7,000,000 (the “Purchase Price”). The Purchaser shall pay, which shall be paid at least one (1) business day prior to the IPO Closing Date, the Purchase Price by wire transfer of immediately available funds funds, consisting of (i) $5,000,000 to 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 (the “Trust Account”), and (ii) $2,000,000 to, or on behalf of, the Company at least one business day prior to the Initial Closing Date in accordance with the Company’s wiring instructions. On the Initial IPO Closing Date, upon subject to receipt of funds pursuant to the payment by the Purchaser of the Purchase Priceimmediately 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, Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, the an “Over-Allotment allotment Closing Date”, ,” and each Over-Allotment allotment Closing Date (if any) together with and the Initial IPO Closing Date, the “Closing Dates” and each, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 225,000 [●] 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 Private Placement Warrant warrant for an aggregate purchase price of up to $225,000 750,000 (if the over-allotment option is exercised in full) (the “Over-Allotment allotment Purchase Price”), which . The Purchaser shall be paid 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 the wire instructions), at least one (1) business day prior to the Over-Allotment allotment Closing Date in accordance with the Company’s wiring instructionsDate. On the Over-Allotment allotment Closing Date, upon subject to receipt of funds pursuant to the payment by the Purchaser of the Over-Allotment Purchase Priceimmediately 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 Purchasers, 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 Offering, and concurrently with the consummation thereof, or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 3,500,000 Company 5,100,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $3,500,000 5,100,000 (the “Purchase Price”), which shall 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 Purchaser of the Purchase Price, the Company, shall either, 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 consummation of the closing of the over-allotment option in connection with the Public Offering Offering, and concurrently with the consummation thereof, or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, the an “Over-Allotment allotment Closing Date”, and each Over-Allotment Closing Date (if any) ; together with the Initial Closing Date, the “Closing Dates” and each, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 225,000 an aggregate of 5,640,000 Private Placement Warrants (orWarrants, to in the extent same proportion as the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion amount of the over-allotment option that is exercised) , at a price of $1.00 per Private Placement Warrant warrant for an aggregate purchase price of up to $225,000 5,640,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-Allotment allotment Purchase Price”), which shall be paid 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. On the Over-Allotment allotment Closing Date, upon the payment by the Purchaser of the Over-Allotment allotment Purchase PricePrice payable by it by wire transfer of immediately available funds to the Company, the CompanyCompany shall either, 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 PurchasersPurchaser, 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 “Initial IPO Closing Date”), the Company shall issue and sell to the PurchaserPurchasers, and the Purchaser Purchasers shall purchase from the Company, an aggregate of 3,500,000 16,000,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $3,500,000 16,000,000 (the “Purchase Price”), which ) in the amount set forth opposite such Purchaser’s name in Schedule I hereto. Each Purchaser shall be paid pay its portion of the Purchase Price as set forth opposite such Purchaser’s name in Schedule I 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, at least one (1) business day prior to the IPO Closing Date. On the Initial IPO Closing Date, upon subject to the payment by receipt of funds pursuant to the Purchaser of the Purchase Priceimmediately 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 each Purchaser’s name to the Purchaser, such Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option to purchase additional units, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser Purchasers and the Company (each such date, the “Over-Allotment Option Closing Date”, and each Over-Allotment Option Closing Date (if any) together with and the Initial IPO Closing Date, the “Closing Dates” and each, a “Closing Date”), the Company shall issue and sell to the PurchaserPurchasers, and the Purchaser Purchasers shall purchase from the Company, an aggregate of up to 225,000 2,100,000 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) (such Private Placement Warrants, “Option Warrants”) at a price of $1.00 per Private Placement Warrant warrant for an aggregate purchase price of up to $225,000 2,100,000 (the “Over-Allotment Option Purchase Price”), which . The number of Option Warrants to be purchased by each Purchaser shall be paid based upon the same percentage of the total number of the Option Warrants to be purchased by the Purchasers as such Purchaser is purchasing of the Private Placement Warrants. Each Purchaser shall pay its portion of the Option Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Company at least one (1) business day prior to the Over-Allotment Option Closing Date in accordance with the Company’s wiring instructionsDate. On the Over-Allotment Option Closing Date, upon subject to the payment by receipt of funds pursuant to the Purchaser of the Over-Allotment Purchase Priceimmediately 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 each Purchaser’s name to the Purchasers, such 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 Purchase and the Company Company) (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 3,500,000 9,355,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $3,500,000 9,355,000 (the “Purchase Price”), which . The Purchaser shall be paid pay the Purchase Price by wire transfer of immediately available funds to the Company at least one business day prior to trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the Initial Closing Date “Trust Account”), in each case in accordance with the Company’s wiring instructions, at least one (1) business day prior to the Initial Closing Date; provided, however, that the Purchase Price shall be reimbursed to the Purchaser if the Initial Closing Date does not occur on the day following such wire payment. On the Initial Closing Date, upon subject to the payment by receipt of funds pursuant to the Purchaser of the Purchase Priceimmediately 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, Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the each closing of the over-allotment option to purchase additional units, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, the an “Over-Allotment Option Closing Date”, and each Over-Allotment Option Closing Date (if any) together with and the Initial Closing Date, the “Closing Dates” and each, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of up to 225,000 1,044,000 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 Private Placement Warrant warrant for an aggregate purchase price of up to $225,000 1,044,000 (the “Over-Allotment Option Purchase Price”), which . The Purchaser shall be paid pay the Option Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Company Trust Account, at least one (1) business day prior to such Option Closing Date; provided, however, that the Over-Allotment Option Purchase Price shall be reimbursed to the Purchaser if such Option Closing Date in accordance with does not occur on the Company’s wiring instructionsday following such wire payment. On the Over-Allotment Option Closing Date, upon subject to the payment by receipt of funds pursuant to the Purchaser of the Over-Allotment Purchase Priceimmediately 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 Purchasers, 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 “Initial IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 3,500,000 500,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $3,500,000 500,000 (the “Purchase Price”), which . The Purchaser shall be paid pay the Purchase Price by wire transfer of immediately available funds to the Company at least one business day prior to trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the Initial Closing Date “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 Initial IPO Closing Date, upon subject to the payment by receipt of funds pursuant to the Purchaser of the Purchase Priceimmediately 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, Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option to purchase additional units, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, the “Over-Allotment Option Closing Date”, and each Over-Allotment Option Closing Date (if any) together with and the Initial IPO Closing Date, the “Closing Dates” and each, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 225,000 75,000 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 Private Placement Warrant warrant for an aggregate purchase price of up to $225,000 75,000 (the “Over-Allotment Option Purchase Price”), which . The Purchaser shall be paid pay the Option Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Company Trust Account, at least one (1) business day prior to the Over-Allotment Option Closing Date in accordance with the Company’s wiring instructionsDate. On the Over-Allotment Option Closing Date, upon subject to the payment by receipt of funds pursuant to the Purchaser of the Over-Allotment Purchase Priceimmediately 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 Purchasers, 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 Purchasers and the Company (the “Initial Closing Date”), the Company shall issue and sell to the PurchaserPurchasers, and the Purchaser Purchasers shall purchase from the Company, an aggregate of 3,500,000 4,000,000 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $3,500,000 6,000,000 (the “Purchase Price”) (in such amounts as described on Exhibit A hereto), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to the Initial Closing Date in accordance with the Company’s wiring instructionsDate. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, shall either, at its option, shall deliver a certificate certificates evidencing the Private Placement Warrants purchased by the Purchaser Purchasers on such date duly registered in the each Purchaser’s name to the each Purchaser, or effect such delivery in book-entry form. (ii) . On the date of the consummation of the any closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser Purchasers and the Company (each such date, the an “Over-Allotment allotment Closing Date”, ,” and each Over-Allotment allotment Closing Date (if any) together with and the Initial Closing Date, the “Closing Dates” and each, Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the PurchaserPurchasers, and the Purchaser Purchasers shall purchase from the Company, up to 225,000 an aggregate of 4,400,000 Private Placement Warrants (orWarrants, to in the extent same proportion as the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion amount of the over-allotment option that is exercised) , at a price of $1.00 1.50 per Private Placement Warrant warrant for an aggregate purchase price of up to $225,000 6,600,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-Allotment allotment Purchase Price”) (in such amounts as described on Exhibit A hereto), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to the such Over-Allotment allotment Closing Date in accordance with the Company’s wiring instructionsDate. On the Over-Allotment allotment Closing Date, upon following the payment by the Purchaser Purchasers of the Over-Allotment allotment Purchase PricePrice payable by them by wire transfer of immediately available funds to the Company, the CompanyCompany shall either, at its option, shall deliver a certificate certificates evidencing the Private Placement Warrants purchased by the Purchaser Purchasers on such date duly registered in the each Purchaser’s name to the Purchaserseach 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 “Initial IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 3,500,000 213,750 Private Placement Warrants at a price of $1.00 1.50 per warrant Private Placement Warrant for an aggregate purchase price of $3,500,000 320,625.00 (the “Purchase Price”). The Purchaser shall pay, which shall be paid at least one (1) business day prior to the IPO Closing Date, the Purchase Price by wire transfer of immediately available funds funds, to accounts designated by the Company, including to the Company trust account (the “Trust Account”), at least one business day prior a financial institution to be chosen by the Initial Closing Date Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, in accordance with the Company’s wiring instructions. On the Initial IPO Closing Date, upon subject to receipt of funds pursuant to the payment by the Purchaser of the Purchase Priceimmediately prior sentence, the Company, at its option, Company 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 consummation of the closing of the over-allotment option option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, the an “Over-Allotment allotment Closing Date”, ,” and each Over-Allotment allotment Closing Date (if any) together with and the Initial IPO Closing Date, the “Closing Dates” and each, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 225,000 35,625 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 Private Placement Warrant for an aggregate purchase price of up to $225,000 53,437.50 (if the over-allotment option is exercised in full) (the “Over-Allotment allotment Purchase Price”), which . The Purchaser shall be paid 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 the wire instructions), at least one (1) business day prior to the applicable Over-Allotment allotment Closing Date in accordance with the Company’s wiring instructionsDate. On the each Over-Allotment allotment Closing Date, upon subject to receipt of funds pursuant to the payment by the Purchaser of the Over-Allotment Purchase Priceimmediately prior sentence, the Company, at its option, Company 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 Purchasers, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 3,500,000 [●] Private Placement Warrants at a price of $1.00 [●] per warrant for an aggregate purchase price of $3,500,000 7,000,000 (the “Purchase Price”). The Purchaser shall pay, which shall be paid at least one (1) business day prior to the IPO Closing Date, the Purchase Price by wire transfer of immediately available funds funds, consisting of (i) $5,000,000 to 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 (the “Trust Account”), and (ii) $2,000,000 to, or on behalf of, the Company at least one business day prior to the Initial Closing Date in accordance with the Company’s wiring instructions. On the Initial IPO Closing Date, upon subject to receipt of funds pursuant to the payment by the Purchaser of the Purchase Priceimmediately 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, Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, the an “Over-Allotment allotment Closing Date”, ,” and each Over-Allotment allotment Closing Date (if any) together with and the Initial IPO Closing Date, the “Closing Dates” and each, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 225,000 [●] 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 Private Placement Warrant warrant for an aggregate purchase price of up to $225,000 750,000 (if the over-allotment option is exercised in full) (the “Over-Allotment allotment Purchase Price”), which . The Purchaser shall be paid 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 the wire instructions), at least one (1) business day prior to the Over-Allotment allotment Closing Date in accordance with the Company’s wiring instructionsDate. On the Over-Allotment allotment Closing Date, upon subject to receipt of funds pursuant to the payment by the Purchaser of the Over-Allotment Purchase Priceimmediately 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 Purchasers, 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 “Initial IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 3,500,000 10,125,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $3,500,000 10,125,000 (the “Purchase Price”), which . The Purchaser shall be paid pay the Purchase Price by wire transfer of immediately available funds funds, to accounts designated by the Company, including to the Company 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, at least one business day prior to the Initial IPO Closing Date in accordance with the Company’s wiring instructionsDate. On the Initial IPO Closing Date, upon subject to the payment by receipt of funds pursuant to the Purchaser of the Purchase Priceimmediately 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, Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option to purchase additional units, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, the “Over-Allotment Option Closing Date”, and each Over-Allotment Option Closing Date (if any) together with and the Initial IPO Closing Date, the “Closing Dates” and each, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 225,000 1,181,250 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 Private Placement Warrant warrant for an aggregate purchase price of up to $225,000 1,181,250 (the “Over-Allotment Option Purchase Price”), which . The Purchaser shall be paid pay the Option Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Company Trust Account, at least one business day prior to the Over-Allotment Option Closing Date in accordance with the Company’s wiring instructionsDate. On the Over-Allotment Option Closing Date, upon subject to the payment by receipt of funds pursuant to the Purchaser of the Over-Allotment Purchase Priceimmediately 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 Purchasers, 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 “Initial IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 3,500,000 7,500,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $3,500,000 7,500,000 (the “Purchase Price”). The Purchaser shall pay, which shall be paid at least one (1) business day prior to the IPO Closing Date, the Purchase Price by wire transfer of immediately available funds funds, consisting of (i) $5,500,000 to 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 (the “Trust Account”), and (ii) $2,000,000 to, or on behalf of, the Company at least one business day prior to the Initial Closing Date in accordance with the Company’s wiring instructions. On the Initial IPO Closing Date, upon subject to receipt of funds pursuant to the payment by the Purchaser of the Purchase Priceimmediately 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, Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, the an “Over-Allotment allotment Closing Date”, ,” and each Over-Allotment allotment Closing Date (if any) together with and the Initial IPO Closing Date, the “Closing Dates” and each, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 225,000 825,000 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 the portion of the over-allotment option that is then exercised) at a price of $1.00 per Private Placement Warrant warrant for an aggregate purchase price of up to $225,000 825,000 (if the over-allotment option is exercised in full) (the “Over-Allotment allotment Purchase Price”), which . The Purchaser shall be paid 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 the wire instructions), at least one (1) business day prior to the Over-Allotment allotment Closing Date in accordance with the Company’s wiring instructionsDate. On the Over-Allotment allotment Closing Date, upon subject to receipt of funds pursuant to the payment by the Purchaser of the Over-Allotment Purchase Priceimmediately 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 Purchasers, 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 Offering, and concurrently with the consummation thereof, or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 3,500,000 Company 5,718,534 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $3,500,000 5,718,534 (the “Purchase Price”), which shall 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 Purchaser of the Purchase Price, the Company, shall either, 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 consummation of the closing of the over-allotment option in connection with the Public Offering Offering, and concurrently with the consummation thereof, or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, the an “Over-Allotment allotment Closing Date”, and each Over-Allotment Closing Date (if any) ; together with the Initial Closing Date, the “Closing Dates” and each, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 225,000 an aggregate of 476,671 Private Placement Warrants (orWarrants, to in the extent same proportion as the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion amount of the over-allotment option that is exercised) , at a price of $1.00 per Private Placement Warrant warrant for an aggregate purchase price of up to $225,000 476,671 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-Allotment allotment Purchase Price”), which shall be paid 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. On the Over-Allotment allotment Closing Date, upon the payment by the Purchaser of the Over-Allotment allotment Purchase PricePrice payable by it by wire transfer of immediately available funds to the Company, the CompanyCompany shall either, 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 PurchasersPurchaser, 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 “Initial IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 3,500,000 5,166,667 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $3,500,000 7,750,000 (the “Purchase Price”), which . The Purchaser shall be paid pay the Purchase Price by wire transfer of immediately available funds to the Company at least one business day prior Company, to the Initial Closing Date trust account at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in accordance with the Company’s wiring instructions, at least one (1) business day prior to the effectiveness of the Registration Statement, or such other date as the Company and the Purchaser may agree upon in writing. On the Initial 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 by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the any closing of the over-allotment option option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, the an “Over-Allotment allotment Closing Date”, and each Over-Allotment allotment Closing Date (if any) together with and the Initial IPO Closing Date, the “Closing Dates” and each, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 225,000 500,000 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 Private Placement Warrant warrant for an aggregate purchase price of up to $225,000 750,000 (the “Over-Allotment allotment Purchase Price”), which . The Purchaser shall be paid pay the Over-allotment Purchase Price to the Trust Account 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 such Over-allotment Closing Date. On the Over-Allotment allotment Closing Date, upon the payment by the Purchaser of the Over-Allotment 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 by the Purchaser on such date duly registered in the Purchaser’s name to the Purchasers, 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 “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 3,500,000 Private 14,400,000Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $3,500,000 14,400,000 (the “Purchase Price”), which shall 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 Purchaser of the Purchase Price, 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 consummation of the closing of the over-allotment option option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, the an “Over-Allotment allotment Closing Date”, and each Over-Allotment allotment Closing Date (if any) together with and the Initial Closing Date, the “Closing Dates” and each, Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 225,000 an aggregate of 1,687,500additional 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 Private Placement Warrant warrant for an aggregate purchase price of up to $225,000 1,687,500 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-Allotment allotment Purchase Price”), which . The Purchaser shall be paid 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. On the Over-Allotment Over- allotment Closing Date, upon the payment by the Purchaser of the Over-Allotment allotment Purchase Price, 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 PurchasersPurchaser, 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 Purchasers and the Company (the “Initial Closing Date”), the Company shall issue and sell to the PurchaserPurchasers, and the Purchaser Purchasers shall purchase from the Company, an aggregate of 3,500,000 6,466,667 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $3,500,000 9,700,000 (the “Purchase Price”) (in such amounts as described on Exhibit A hereto), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to the Initial Closing Date in accordance with the Company’s wiring instructionsDate. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, shall either, at its option, shall deliver a certificate certificates evidencing the Private Placement Warrants purchased by the Purchaser Purchasers on such date duly registered in the each Purchaser’s name to the each Purchaser, or effect such delivery in book-entry form. (ii) . On the date of the consummation of the any closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser Purchasers and the Company (each such date, the an “Over-Allotment allotment Closing Date”, ,” and each Over-Allotment allotment Closing Date (if any) together with and the Initial Closing Date, the “Closing Dates” and each, Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the PurchaserPurchasers, and the Purchaser Purchasers shall purchase from the Company, up to 225,000 an aggregate of 770,000 Private Placement Warrants (orWarrants, to in the extent same proportion as the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion amount of the over-allotment option that is exercised) , at a price of $1.00 1.50 per Private Placement Warrant warrant for an aggregate purchase price of up to $225,000 1,155,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-Allotment allotment Purchase Price”) (in such amounts as described on Exhibit A hereto), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to the such Over-Allotment allotment Closing Date in accordance with the Company’s wiring instructionsDate. On the Over-Allotment allotment Closing Date, upon following the payment by the Purchaser Purchasers of the Over-Allotment allotment Purchase PricePrice payable by them by wire transfer of immediately available funds to the Company, the CompanyCompany shall either, at its option, shall deliver a certificate certificates evidencing the Private Placement Warrants purchased by the Purchaser Purchasers on such date duly registered in the each Purchaser’s name to the Purchaserseach 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 “Initial IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 3,500,000 5,333,333 Private Placement Warrants at a price of $1.00 1.50 per warrant Private Placement Warrant for an aggregate purchase price of $3,500,000 8,000,000 (the “Purchase Price”). The Purchaser shall pay, which shall be paid at least one (1) business day prior to the IPO Closing Date, the Purchase Price by wire transfer of immediately available funds funds, to accounts designated by the Company, including to the Company trust account (the “Trust Account”), at least one business day prior a financial institution to be chosen by the Initial Closing Date Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, in accordance with the Company’s wiring instructions. On the Initial IPO Closing Date, upon subject to receipt of funds pursuant to the payment by the Purchaser of the Purchase Priceimmediately prior sentence, the Company, at its option, Company 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 consummation of the closing of the over-allotment option option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, the an “Over-Allotment allotment Closing Date”, ,” and each Over-Allotment allotment Closing Date (if any) together with and the Initial IPO Closing Date, the “Closing Dates” and each, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 225,000 600,000 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 Private Placement Warrant for an aggregate purchase price of up to $225,000 900,000 (if the over-allotment option is exercised in full) (the “Over-Allotment allotment Purchase Price”), which . The Purchaser shall be paid 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 the wire instructions), at least one (1) business day prior to the applicable Over-Allotment allotment Closing Date in accordance with the Company’s wiring instructionsDate. On the each Over-Allotment allotment Closing Date, upon subject to receipt of funds pursuant to the payment by the Purchaser of the Over-Allotment Purchase Priceimmediately prior sentence, the Company, at its option, Company 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 Purchasers, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser Purchasers and the Company (the “Initial Closing Date”), the Company shall issue and sell to the PurchaserPurchasers, and the Purchaser Purchasers shall purchase from the Company, an aggregate of 3,500,000 4,533,333 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $3,500,000 6,800,000 (the “Purchase Price”) (in such amounts as described on Exhibit A hereto), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to the Initial Closing Date in accordance with the Company’s wiring instructionsDate. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, shall either, at its option, shall deliver a certificate certificates evidencing the Private Placement Warrants purchased by the Purchaser Purchasers on such date duly registered in the each Purchaser’s name to the each Purchaser, or effect such delivery in book-entry form. (ii) . On the date of the consummation of the any closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser Purchasers and the Company (each such date, the an “Over-Allotment allotment Closing Date”, ,” and each Over-Allotment allotment Closing Date (if any) together with and the Initial Closing Date, the “Closing Dates” and each, Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the PurchaserPurchasers, and the Purchaser Purchasers shall purchase from the Company, up to 225,000 an aggregate of 5,013,333 Private Placement Warrants (orWarrants, to in the extent same proportion as the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion amount of the over-allotment option that is exercised) , at a price of $1.00 1.50 per Private Placement Warrant warrant for an aggregate purchase price of up to $225,000 7,520,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-Allotment allotment Purchase Price”) (in such amounts as described on Exhibit A hereto), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to the such Over-Allotment allotment Closing Date in accordance with the Company’s wiring instructionsDate. On the Over-Allotment allotment Closing Date, upon following the payment by the Purchaser Purchasers of the Over-Allotment allotment Purchase PricePrice payable by them by wire transfer of immediately available funds to the Company, the CompanyCompany shall either, at its option, shall deliver a certificate certificates evidencing the Private Placement Warrants purchased by the Purchaser Purchasers on such date duly registered in the each Purchaser’s name to the Purchaserseach 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 “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 3,500,000 3,750,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $3,500,000 3,750,000 (the “Purchase Price”), which shall 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 Purchaser of the Purchase Price, 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 consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, the “Over-Allotment Closing Date”, and each Over-Allotment Closing Date (if any) together with the Initial Closing Date, the “Closing Dates” and each, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 225,000 250,000 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 per Private Placement Warrant for an aggregate purchase price of up to $225,000 250,000 (the “Over-Allotment Purchase Price”), which shall be paid 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. On the Over-Allotment Closing Date, upon the payment by the Purchaser of the Over-Allotment Purchase Price, 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 Purchasers, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 3,500,000 6,133,333 Private Placement Warrants at a price of $1.00 1.50 per warrant Private Placement Warrant for an aggregate purchase price of $3,500,000 9,200,000 (the “Purchase Price”). The Purchaser shall pay, which shall be paid at least one (1) business day prior to the IPO Closing Date, the Purchase Price by wire transfer of immediately available funds funds, to accounts designated by the Company, including to the Company trust account (the “Trust Account”), at least one business day prior a financial institution to be chosen by the Initial Closing Date Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, in accordance with the Company’s wiring instructions. On the Initial IPO Closing Date, upon subject to receipt of funds pursuant to the payment by the Purchaser of the Purchase Priceimmediately prior sentence, the Company, at its option, Company 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 consummation of the closing of the over-allotment option option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, the an “Over-Allotment allotment Closing Date”, ,” and each Over-Allotment allotment Closing Date (if any) together with and the Initial IPO Closing Date, the “Closing Dates” and each, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 225,000 720,000 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 Private Placement Warrant for an aggregate purchase price of up to $225,000 1,080,000 (if the over-allotment option is exercised in full) (the “Over-Allotment allotment Purchase Price”), which . The Purchaser shall be paid 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 the wire instructions), at least one (1) business day prior to the applicable Over-Allotment allotment Closing Date in accordance with the Company’s wiring instructionsDate. On the each Over-Allotment allotment Closing Date, upon subject to receipt of funds pursuant to the payment by the Purchaser of the Over-Allotment Purchase Priceimmediately prior sentence, the Company, at its option, Company 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 Purchasers, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 3,500,000 8,266,667 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $3,500,000 12,400,000 (the “Purchase Price”), which ) in the amount set forth opposite the Purchaser’s name in Schedule I hereto. The Purchaser shall be paid pay the Purchase Price set forth opposite the Purchaser’s name in Schedule I 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, at least one (1) business day prior to the IPO Closing Date. On the Initial IPO Closing Date, upon subject to the payment by receipt of funds pursuant to the Purchaser of the Purchase Priceimmediately 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, Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option to purchase additional units, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, the “Over-Allotment Option Closing Date”, and each Over-Allotment Option Closing Date (if any) together with and the Initial IPO Closing Date, the “Closing Dates” and each, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of up to 225,000 870,000 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) (such Private Placement Warrants, “Option Warrants”) at a price of $1.00 1.50 per Private Placement Warrant warrant for an aggregate purchase price of up to $225,000 1,305,000 (the “Over-Allotment Option Purchase Price”), which . The Purchaser shall be paid pay the Option Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Company at least one (1) business day prior to the Over-Allotment Option Closing Date in accordance with the Company’s wiring instructionsDate. On the Over-Allotment Option Closing Date, upon subject to the payment by receipt of funds pursuant to the Purchaser of the Over-Allotment Purchase Priceimmediately 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 Purchasers, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 3,500,000 7,500,000 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $3,500,000 11,250,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to the Initial Closing Date date of effectiveness of the registration statement on Form S-1 (File No. 333-236367) filed in accordance connection with the Company’s wiring instructionsPublic Offering. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, shall either, at its option, shall deliver a certificate certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) . On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, the an “Over-Allotment allotment Closing Date”, ,” and each Over-Allotment allotment Closing Date (if any) together with and the Initial Closing Date, the “Closing Dates” and each, Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 225,000 an aggregate of 1,000,000 Private Placement Warrants (orWarrants, to in the extent same proportion as the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion amount of the over-allotment option that is exercised) , at a price of $1.00 1.50 per Private Placement Warrant warrant for an aggregate purchase price of up to $225,000 1,500,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-Allotment allotment Purchase Price”), which shall be paid 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. On the Over-Allotment allotment Closing Date, upon the payment by the Purchaser of the Over-Allotment allotment Purchase PricePrice payable by them by wire transfer of immediately available funds to the Company, the CompanyCompany shall either, at its option, shall deliver a certificate certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the PurchasersPurchaser, 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 “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 3,500,000 8,566,667 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $3,500,000 12,850,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to the Initial Closing Date date of effectiveness of the registration statement on Form S-1 (File No. 333-258090) filed in accordance connection with the Company’s wiring instructionsPublic Offering. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, shall either, at its option, shall deliver a certificate certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) . On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, the an “Over-Allotment allotment Closing Date”, ,” and each Over-Allotment allotment Closing Date (if any) together with and the Initial Closing Date, the “Closing Dates” and each, Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 225,000 an aggregate of 1,060,000 Private Placement Warrants (orWarrants, to in the extent same proportion as the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion amount of the over-allotment option that is exercised) , at a price of $1.00 1.50 per Private Placement Warrant warrant for an aggregate purchase price of up to $225,000 1,590,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-Allotment allotment Purchase Price”), which shall be paid 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. On the Over-Allotment allotment Closing Date, upon the 101083191_3 payment by the Purchaser of the Over-Allotment allotment Purchase PricePrice payable by them by wire transfer of immediately available funds to the Company, the CompanyCompany shall either, at its option, shall deliver a certificate certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the PurchasersPurchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or at and on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 3,500,000 3,200,000 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $3,500,000 4,800,000 (the “Purchase Price”), which . The Purchaser shall be paid pay the Purchase Price by wire transfer of immediately available funds in the following amounts: (1) $[●] to the Company Company, at least one business day prior a financial institution to be chosen by the Company, and (2) $[●] to the Initial Closing Date 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 Initial IPO Closing Date, upon subject to the payment by receipt of funds pursuant to the Purchaser of the Purchase Priceimmediately preceding sentence, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, the an “Over-Allotment allotment Closing Date”, and each Over-Allotment allotment Closing Date (if any) together with and the Initial IPO Closing Date, the “Closing Dates” and each, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 225,000 an aggregate of 320,000 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 Private Placement Warrant warrant for an aggregate purchase price of up to $225,000 480,000 (the “Over-Allotment allotment Purchase Price”), which . The Purchaser shall be paid pay the Over-allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Company Trust Account, at least one (1) business day prior to the Over-Allotment allotment Closing Date in accordance with the Company’s wiring instructionsDate. On the Over-Allotment allotment Closing Date, upon subject to the payment by receipt of funds pursuant to the Purchaser of the Over-Allotment Purchase Priceimmediately preceding 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 PurchasersPurchaser, 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 “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 3,500,000 5,500,000 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $3,500,000 8,250,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to the Initial Closing Date date of effectiveness of the registration statement on Form S-1 (File No. 333-[ ]) filed in accordance connection with the Company’s wiring instructionsPublic Offering. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, shall either, at its option, shall deliver a certificate certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) . On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, the an “Over-Allotment allotment Closing Date”, ,” and each Over-Allotment allotment Closing Date (if any) together with and the Initial Closing Date, the “Closing Dates” and each, Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 225,000 an aggregate of 600,000 Private Placement Warrants (orWarrants, to in the extent same proportion as the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion amount of the over-allotment option that is exercised) , at a price of $1.00 1.50 per Private Placement Warrant warrant for an aggregate purchase price of up to $225,000 900,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-Allotment allotment Purchase Price”), which shall be paid 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. On the Over-Allotment allotment Closing Date, upon the 101083191_3 payment by the Purchaser of the Over-Allotment allotment Purchase PricePrice payable by them by wire transfer of immediately available funds to the Company, the CompanyCompany shall either, at its option, shall deliver a certificate certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the PurchasersPurchaser, 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 Parties (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 3,500,000 9,750,000 Private Placement Warrants at a price of $1.00 per warrant warrant, for an aggregate purchase price of $3,500,000 9,750,000 (the “Purchase Price”), which . The Purchaser shall be paid pay the Purchase Price by wire transfer of immediately available funds to Opco (which Opco will receive on behalf of the Company and in consideration for the issuance by Opco to the Company of an equal number of Opco Warrants) at least one business day prior to the Initial Closing Date in accordance with the Company’s wiring instructionsDate. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, 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. (ii) On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company Parties (each such date, the an “Over-Allotment allotment Closing Date”, ,” and each Over-Allotment allotment Closing Date (if any) together with and the Initial Closing Date, the “Closing Dates” and each, Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 225,000 900,000 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 Private Placement Warrant warrant, for an aggregate purchase price of up to $225,000 900,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-Allotment allotment Purchase Price”), which . The Purchaser shall be paid pay the Overallotment Purchase Price by wire transfer of immediately available funds to Opco (which Opco will receive on behalf of the Company and in consideration for the issuance by Opco to the Company of an equal number of Opco Warrants) at least one business day prior to the Over-Allotment allotment Closing Date in accordance with the Company’s wiring instructionsDate. On the Over-Allotment allotment Closing Date, upon the payment by the Purchaser of the Over-Allotment allotment Purchase Price, 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 PurchasersPurchaser, 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 “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 3,500,000 4,000,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $3,500,000 4,000,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to the Initial Closing Date date of effectiveness of the registration statement on Form S-1 (File No. [●]) filed in accordance connection with the Company’s wiring instructionsPublic Offering. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, shall either, at its option, shall deliver a certificate certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) . On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, the an “Over-Allotment allotment Closing Date”, ,” and each Over-Allotment allotment Closing Date (if any) together with and the Initial Closing Date, the “Closing Dates” and each, Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 225,000 an aggregate of 390,000 Private Placement Warrants (orWarrants, to in the extent same proportion as the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion amount of the over-allotment option that is exercised) , at a price of $1.00 per Private Placement Warrant warrant for an aggregate purchase price of up to $225,000 390,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-Allotment allotment Purchase Price”), which shall be paid 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. On the Over-Allotment allotment Closing Date, upon the payment by the Purchaser of the Over-Allotment allotment Purchase PricePrice payable by them by wire transfer of immediately available funds to the Company, the CompanyCompany shall either, at its option, shall deliver a certificate certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the PurchasersPurchaser, 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 “Initial IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 3,500,000 10,500,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $3,500,000 10,500,000 (the “Purchase Price”). The Purchaser shall pay, which shall be paid at least one (1) business day prior to the IPO Closing Date, the Purchase Price by wire transfer of immediately available funds funds, consisting of (i) $6,500,000 to the trust account (the “Trust Account”), at ▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, N.A., maintained by Continental Stock Transfer & Trust US-DOCS\127168106.3 Company, acting as trustee, in accordance with the Company’s wiring instructions, and (ii) $4,000,000 to, or on behalf of, the Company at least one business day prior to the Initial Closing Date in accordance with the Company’s wiring instructions. On the Initial IPO Closing Date, upon subject to receipt of funds pursuant to the payment by the Purchaser of the Purchase Priceimmediately 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, Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the any over-allotment option option, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, the an “Over-Allotment allotment Closing Date”, ,” and each Over-Allotment allotment Closing Date (if any) together with and the Initial IPO Closing Date, the “Closing Dates” and each, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 225,000 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 Private Placement Warrant warrant for an aggregate purchase price of up to $225,000 1,200,000 (if the over-allotment option is exercised in full) (the “Over-Allotment allotment Purchase Price”), which . The Purchaser shall be paid 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 the wire instructions), at least one (1) business day prior to the Over-Allotment allotment Closing Date in accordance with the Company’s wiring instructionsDate. On the each Over-Allotment allotment Closing Date, upon subject to receipt of funds pursuant to the payment by the Purchaser of the Over-Allotment Purchase Priceimmediately prior sentence, the CompanyCompany shall, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date Closing Date duly registered in the Purchaser’s name to the Purchasers, 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 Purchasers and the Company (the “Initial Closing Date”), the Company shall issue and sell to the PurchaserPurchasers, and the Purchaser Purchasers shall purchase from the Company, an aggregate of 3,500,000 7,333,333 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $3,500,000 11,600,000 (the “Purchase Price”) (in such amounts as described on Exhibit A hereto), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to the Initial Closing Date in accordance with the Company’s wiring instructionsDate. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, shall either, at its option, shall deliver a certificate certificates evidencing the Private Placement Warrants purchased by the Purchaser Purchasers on such date duly registered in the each Purchaser’s name to the each Purchaser, or effect such delivery in book-entry form. (ii) . On the date of the consummation of the any closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser Purchasers and the Company (each such date, the an “Over-Allotment allotment Closing Date”, ,” and each Over-Allotment allotment Closing Date (if any) together with and the Initial Closing Date, the “Closing Dates” and each, Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the PurchaserPurchasers, and the Purchaser Purchasers shall purchase from the Company, up to 225,000 an aggregate of 8,693,333 Private Placement Warrants (orWarrants, to in the extent same proportion as the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion amount of the over-allotment option that is exercised) , at a price of $1.00 1.50 per Private Placement Warrant warrant for an aggregate purchase price of up to $225,000 13,040,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-Allotment allotment Purchase Price”) (in such amounts as described on Exhibit A hereto), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to the such Over-Allotment allotment Closing Date in accordance with the Company’s wiring instructionsDate. On the Over-Allotment allotment Closing Date, upon following the payment by the Purchaser Purchasers of the Over-Allotment allotment Purchase PricePrice payable by them by wire transfer of immediately available funds to the Company, the CompanyCompany shall either, at its option, shall deliver a certificate certificates evidencing the Private Placement Warrants purchased by the Purchaser Purchasers on such date duly registered in the each Purchaser’s name to the Purchaserseach 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 “Initial IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 3,500,000 4,533,334 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $3,500,000 6,800,001 (the “Purchase Price”), which . The Purchaser shall be paid pay the Purchase Price by wire transfer of immediately available funds in the following amounts: (i) $2,500,000 to the Company Company, at least one business day prior a financial institution to be chosen by the Company, and (ii) $4,300,001 to the Initial Closing Date 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 Initial IPO Closing Date, upon subject to the payment by receipt of funds pursuant to the Purchaser of the Purchase Priceimmediately 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, Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option to purchase additional units, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, the “Over-Allotment Option Closing Date”, and each Over-Allotment Option Closing Date (if any) together with and the Initial IPO Closing Date, the “Closing Dates” and each, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 225,000 480,000 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 1.50 per Private Placement Warrant warrant for an aggregate purchase price of up to $225,000 720,000 (the “Over-Allotment “ Option Purchase Price”), which . The Purchaser shall be paid pay the Option Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Company Trust Account, at least one (1) business day prior to the Over-Allotment Option Closing Date in accordance with the Company’s wiring instructionsDate. On the Over-Allotment Option Closing Date, upon subject to the payment by receipt of funds pursuant to the Purchaser of the Over-Allotment Purchase Priceimmediately 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 Purchasers, Purchaser or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of Simultaneously with the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser HS Chronos and the Company (the “Initial Closing Date”), the Company shall issue and sell to the PurchaserHS Chronos, and the Purchaser HS Chronos shall purchase from the Company, an aggregate of 3,500,000 4,802,498 Private Placement Warrants (the “Initial Warrants”) at a an average price of approximately $1.00 1.04 per warrant for an aggregate purchase price of $3,500,000 4,986,620 (the “Purchase Price”). If the shoe is exercised, which then HS Chronos shall be paid purchase from the Company, an aggregate of 5,293,264 Private Placement Warrants (the “Initial Warrants”) at an average price of approximately $1.04 per warrant for an aggregate purchase price of $5,478,451 (the “Purchase Price”). HS Chronos shall pay the Purchase Price by wire transfer of immediately available funds to the Company trust account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company, acting as trustee (“Continental”), at least one (1) business day prior to the Initial Closing Date in accordance with date of effectiveness (the Company’s wiring instructions“Effective Date”) of the registration statement relating to the Public Offering (the “Registration Statement”). On the Initial Closing Date, upon the payment by the Purchaser HS Chronos of the Purchase Price, 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 HS Chronos’ name to the Purchaser, HS Chronos or effect such delivery in book-entry form. The Initial Warrants shall be allocated between HS Chronos as set forth on Schedule A hereto. (ii) On the date of Simultaneously with the consummation of the closing of the over-allotment option in connection with the Public Offering (the “Over-Allotment Option”) or on such earlier time and date as may be mutually agreed by the Purchaser HS Chronos and the Company (each such date, the an “Over-Allotment allotment Closing Date”, ,” and each Over-Allotment allotment Closing Date (if any) together with and the Initial Closing Date, the “Closing Dates” and each, Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the PurchaserHS Chronos, and the Purchaser HS Chronos shall purchase from the Company, an aggregate of up to 225,000 490,766 Private Placement Warrants (or, to the extent the over“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 exercisedAllotment Warrants”) at a an average price of $1.00 per Private Placement Warrant warrant for an aggregate purchase price of up to $225,000 491,831 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-Allotment allotment Purchase Price”), which so that if the Over-Allotment Option is exercised in full, then HS Chronos shall be paid purchase from the Company, an aggregate of 5,293,264 Private Placement Warrants at an average price of approximately $1.04 per warrant for an aggregate purchase price of $5,478,451. HS Chronos shall pay the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company Trust Account maintained by Continental at least one (1) business day prior to the Over-Allotment allotment Closing Date in accordance with the Company’s wiring instructionsDate. On the Over-Allotment allotment Closing Date, upon the payment by the Purchaser HS Chronos of the Over-Allotment allotment Purchase PricePrice to the Company, 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 HS Chronos’ name to the Purchasers, HS Chronos 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 “Initial IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 3,500,000 5,333,333 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $3,500,000 8,000,000 (the “Purchase Price”). The Purchaser shall pay, which shall be paid at least one (1) business day prior to the IPO Closing Date, the Purchase Price by wire transfer of immediately available funds funds, consisting of (i) $6,000,000 to 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 (the “Trust Account”), and (ii) $2,000,000 to, or on behalf of, the Company at least one business day prior to the Initial Closing Date in accordance with the Company’s wiring instructions. On the Initial IPO Closing Date, upon subject to receipt of funds pursuant to the payment by the Purchaser of the Purchase Priceimmediately 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, Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the any over-allotment option option, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, the an “Over-Allotment allotment Closing Date”, ,” and each Over-Allotment allotment Closing Date (if any) together with and the Initial IPO Closing Date, the “Closing Dates” and each, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 225,000 600,000 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 Private Placement Warrant warrant for an aggregate purchase price of up to $225,000 900,000 (if the over-allotment option is exercised in full) (the “Over-Allotment allotment Purchase Price”), which . The Purchaser shall be paid 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 the wire instructions), at least one (1) business day prior to the Over-Allotment allotment Closing Date in accordance with the Company’s wiring instructionsDate. On the each Over-Allotment allotment Closing Date, upon subject to receipt of funds pursuant to the payment by the Purchaser of the Over-Allotment Purchase Priceimmediately prior sentence, the CompanyCompany shall, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date Closing Date duly registered in the Purchaser’s name to the Purchasers, 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 “Initial IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 3,500,000 10,400,000 Private Placement Warrants at a price of $1.00 0.75 per warrant for an aggregate purchase price of $3,500,000 7,800,000 (the “Purchase Price”), which . The Purchaser shall be paid pay the Purchase Price to the Company by wire transfer of immediately available funds in the following amounts: (i) $3,000,000 to the Company at least one business day prior a financial institution to be chosen by the Company, and (ii) $4,800,000 to the Initial Closing Date 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 Initial IPO Closing Date, upon subject to the payment by receipt of funds pursuant to the Purchaser of the Purchase Priceimmediately 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, Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the each closing of the over-allotment option option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, the an “Over-Allotment Closing Date”, and each Over-Allotment Closing Date (if any) together with the Initial Closing Date, the “Closing Dates” and each, a “allotment Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 225,000 an aggregate of 960,000 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 0.75 per Private Placement Warrant warrant for an aggregate purchase price of up to $225,000 720,000 (the “Over-Allotment allotment Purchase Price”), which . The Purchaser shall be paid pay the Over-allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Company Trust Account, at least one (1) business day prior to the applicable Over-Allotment allotment Closing Date. On each Over-allotment 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. (iii) Upon not less than five days’ notice to the Company, at the option of the Purchaser, on the dates that are 12 and 18 months, respectively, from the IPO Closing Date (or in the event that such date is not a business day, on the next business day) (each such date, an “Option Closing Date” and each Over-allotment Closing Date and Option Closing Date, together with the IPO Closing Date, a “Closing Date”) the Company shall issue and sell to the Purchaser, its affiliates or designees who are persons to whom the Purchaser may transfer securities under Section 8(c) of the letter agreement, dated as of the date hereof, by and among the Company, the Purchaser and each of the Company’s officers, directors and director nominees (the “Option Purchaser”), and the Option Purchaser shall purchase from the Company, an additional 3,200,000, or up to 3,680,000 depending on the extent to which the over-allotment option in connection with the Public Offering is exercised (such number of warrants, pro rata to the extent to which the over-allotment option in connection with the Public Offering is exercised), Option Warrants at a price of $0.75 per Option Warrant for an aggregate purchase price of $2,400,000, or up to $2,760,000 depending on the extent to which the over-allotment option in connection with the Public Offering is exercised (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 such Option Closing Date. On the Option Closing Date, following the payment by the Option Purchaser of the Option Purchase Price by wire transfer of immediately available funds to the Trust Account, at ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, N.A. (or at another U.S. chartered commercial bank with consolidated assets of $100 billion or more), maintained by Continental Stock Transfer & Trust Company, acting as trustee, in accordance with the Company’s wiring instructions. On instructions to be provided separately in advance of the Over-Allotment Option Closing Date, upon the payment by the Purchaser of the Over-Allotment Purchase Price, the Company, Company at its option, shall 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 PurchasersOption Purchaser, or effect such delivery in book-entry form. (iv) Notwithstanding Section 1.B.(iii) hereof, the Option Purchaser shall have the option to purchase, and the Company shall issue and sell to the Purchaser, one or both halves of the up to 6,400,000 (or up to 7,360,000 pro rata depending on the extent to which the over-allotment option in connection with the Public Offering is exercised) Option Warrants described in Section 1.B.(iii) hereof at the Option Purchase Price at any time following the IPO Closing Date and prior to the Company’s consummation of its initial business combination.

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 “Initial IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 3,500,000 5,100,000 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $3,500,000 7,650,000 (the “Purchase Price”), which . The Purchaser shall be paid pay the Purchase Price by wire transfer of immediately available funds to the Company at least one business day prior Company, to the Initial Closing Date trust account at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in accordance with the Company’s wiring instructions, at least one (1) business day prior to the effectiveness of the Registration Statement, or such other date as the Company and the Purchaser may agree upon in writing. On the Initial 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 by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the any closing of the over-allotment option option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, the an “Over-Allotment allotment Closing Date”, and each Over-Allotment allotment Closing Date (if any) together with and the Initial IPO Closing Date, the “Closing Dates” and each, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 225,000 500,000 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 Private Placement Warrant warrant for an aggregate purchase price of up to $225,000 750,000 (the “Over-Allotment allotment Purchase Price”), which . The Purchaser shall be paid pay the Over-allotment Purchase Price to the Trust Account 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 such Over-allotment Closing Date. On the Over-Allotment allotment Closing Date, upon the payment by the Purchaser of the Over-Allotment 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 by the Purchaser on such date duly registered in the Purchaser’s name to the Purchasers, 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 “Initial IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 3,500,000 909,091 Private Placement Warrants at a price of $1.00 per warrant Private Placement Warrant for an aggregate purchase price of $3,500,000 909,091 (the “Purchase Price”). The Purchaser shall pay, which shall be paid at least one (1) business day prior to the IPO Closing Date, the Purchase Price by wire transfer of immediately available funds funds, to accounts designated by the Company, including to the Company trust account (the “Trust Account”), at least one business day prior a financial institution to be chosen by the Initial Closing Date Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, in accordance with the Company’s wiring instructions. On the Initial IPO Closing Date, upon subject to receipt of funds pursuant to the payment by the Purchaser of the Purchase Priceimmediately prior sentence, the Company, at its option, Company 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 consummation of the closing of the over-allotment option option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, the an “Over-Allotment allotment Closing Date”, ,” and each Over-Allotment allotment Closing Date (if any) together with and the Initial IPO Closing Date, the “Closing Dates” and each, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 225,000 90,909 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 Private Placement Warrant for an aggregate purchase price of up to $225,000 90,909 (if the over-allotment option is exercised in full) (the “Over-Allotment allotment Purchase Price”), which . The Purchaser shall be paid 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 the wire instructions), at least one (1) business day prior to the applicable Over-Allotment allotment Closing Date in accordance with the Company’s wiring instructionsDate. On the each Over-Allotment allotment Closing Date, upon subject to receipt of funds pursuant to the payment by the Purchaser of the Over-Allotment Purchase Priceimmediately prior sentence, the Company, at its option, Company 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 Purchasers, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 3,500,000 5,500,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $3,500,000 5,500,000 (the “Purchase Price”), which . The Purchaser shall be paid pay the Purchase Price by wire transfer of immediately available funds to the Company at least one business day prior to trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the Initial Closing Date “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 Initial IPO Closing Date, upon subject to the payment by receipt of funds pursuant to the Purchaser of the Purchase Priceimmediately 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, Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option to purchase additional units, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, the “Over-Allotment Option Closing Date”, and each Over-Allotment Option Closing Date (if any) together with and the Initial IPO Closing Date, the “Closing Dates” and each, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 225,000 525,000 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 Private Placement Warrant warrant for an aggregate purchase price of up to $225,000 525,000 (the “Over-Allotment Option Purchase Price”), which . The Purchaser shall be paid pay the Option Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Company Trust Account, at least one (1) business day prior to the Over-Allotment Option Closing Date in accordance with the Company’s wiring instructionsDate. On the Over-Allotment Option Closing Date, upon subject to the payment by receipt of funds pursuant to the Purchaser of the Over-Allotment Purchase Priceimmediately 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 Purchasers, 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 Parties (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 3,500,000 9,750,000 Private Placement Warrants at a price of $1.00 per warrant warrant, for an aggregate purchase price of $3,500,000 9,750,000 (the “Purchase Price”), which . The Purchaser shall be paid pay the Purchase Price by wire transfer of immediately available funds to Opco (which Opco will receive on behalf of the Company and in consideration for the issuance by Opco to the Company of an equal number of Opco Warrants) at least one business day prior to the Initial Closing Date in accordance with the Company’s wiring instructionsDate. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, 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. (ii) On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company Parties (each such date, the an “Over-Allotment allotment Closing Date”, ,” and each Over-Allotment allotment Closing Date (if any) together with and the Initial Closing Date, the “Closing Dates” and each, Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 225,000 900,000 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 Private Placement Warrant warrant, for an aggregate purchase price of up to $225,000 900,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-Allotment allotment Purchase Price”), which . The Purchaser shall be paid pay the Over-allotment Purchase Price by wire transfer of immediately available funds to Opco (which Opco will receive on behalf of the Company and in consideration for the issuance by Opco to the Company of an equal number of Opco Warrants) at least one business day prior to the Over-Allotment allotment Closing Date in accordance with the Company’s wiring instructionsDate. On the Over-Allotment allotment Closing Date, upon the payment by the Purchaser of the Over-Allotment allotment Purchase Price, 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 PurchasersPurchaser, 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 Offering, and concurrently with the consummation thereof, or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 3,500,000 4,333,333 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $3,500,000 6,500,000 (the “Purchase Price”), which shall 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 Purchaser of the Purchase Price, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option option, if any, in connection with the Public Offering Offering, and concurrently with the consummation thereof, or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, the an “Over-Allotment allotment Closing Date”, and each Over-Allotment Closing Date (if any) together with the Initial Closing Date, the “Closing Dates” and each, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 225,000 450,000 Private Placement Warrants (or, to in the extent proportion as the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion amount of the over-allotment option that is exercised) at a price of $1.00 1.50 per Private Placement Warrant warrant for an aggregate purchase price of up to $225,000 675,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-Allotment allotment Purchase Price”), which shall be paid 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. On the Over-Allotment allotment Closing Date, upon the payment by the Purchaser of the Over-Allotment allotment Purchase PricePrice payable by it 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 by the Purchaser on such date duly registered in the Purchaser’s name to the Purchasers, 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 “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 3,500,000 4,500,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $3,500,000 4,500,000 (the “Purchase Price”), which shall 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 Purchaser of the Purchase Price, 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 consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, the “Over-Allotment Closing Date”, and each Over-Allotment Closing Date (if any) together with the Initial Closing Date, the “Closing Dates” and each, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 225,000 375,000 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 per Private Placement Warrant for an aggregate purchase price of up to $225,000 375,000 (the “Over-Allotment Purchase Price”), which shall be paid 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. On the Over-Allotment Closing Date, upon the payment by the Purchaser of the Over-Allotment Purchase Price, 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 Purchasers, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 3,500,000 6,333,333 Private Placement Warrants at a price of $1.00 1.50 per warrant Private Placement Warrant for an aggregate purchase price of $3,500,000 9,500,000 (the “Purchase Price”). The Purchaser shall pay, which shall be paid at least one (1) business day prior to the IPO Closing Date, the Purchase Price by wire transfer of immediately available funds funds, to accounts designated by the Company, including to the Company trust account (the “Trust Account”), at least one business day prior a financial institution to be chosen by the Initial Closing Date Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, in accordance with the Company’s wiring instructions. On the Initial IPO Closing Date, upon subject to receipt of funds pursuant to the payment by the Purchaser of the Purchase Priceimmediately prior sentence, the Company, at its option, Company 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 consummation of the closing of the over-allotment option option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, the an “Over-Allotment allotment Closing Date”, ,” and each Over-Allotment allotment Closing Date (if any) together with and the Initial IPO Closing Date, the “Closing Dates” and each, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 225,000 700,000 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 Private Placement Warrant for an aggregate purchase price of up to $225,000 1,050,000 (if the over-allotment option is exercised in full) (the “Over-Allotment allotment Purchase Price”), which . The Purchaser shall be paid 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 the wire instructions), at least one (1) business day prior to the applicable Over-Allotment allotment Closing Date in accordance with the Company’s wiring instructionsDate. On the each Over-Allotment allotment Closing Date, upon subject to receipt of funds pursuant to the payment by the Purchaser of the Over-Allotment Purchase Priceimmediately prior sentence, the Company, at its option, Company 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 Purchasers, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 3,500,000 5,000,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $3,500,000 5,000,000 (the “Purchase Price”), which shall 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 Purchaser of the Purchase Price, 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 consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, the “Over-Allotment Closing Date”, and each Over-Allotment Closing Date (if any) together with the Initial Closing Date, the “Closing Dates” and each, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 225,000 450,000 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 the portion of the over-allotment option that is exercised) at a price of $1.00 per Private Placement Warrant for an aggregate purchase price of up to $225,000 450,000 (the “Over-Allotment Purchase Price”), which shall be paid 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. On the Over-Allotment Closing Date, upon the payment by the Purchaser of the Over-Allotment Purchase Price, 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 Purchasers, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 3,500,000 7,469,697 Private Placement Warrants at a price of $1.00 per warrant Private Placement Warrant for an aggregate purchase price of $3,500,000 7,469,697 (the “Purchase Price”). The Purchaser shall pay, which shall be paid at least one (1) business day prior to the IPO Closing Date, the Purchase Price by wire transfer of immediately available funds funds, to accounts designated by the Company, including to the Company trust account (the “Trust Account”), at least one business day prior a financial institution to be chosen by the Initial Closing Date Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, in accordance with the Company’s wiring instructions. On the Initial IPO Closing Date, upon subject to receipt of funds pursuant to the payment by the Purchaser of the Purchase Priceimmediately prior sentence, the Company, at its option, Company 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 consummation of the closing of the over-allotment option option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, the an “Over-Allotment allotment Closing Date”, ,” and each Over-Allotment allotment Closing Date (if any) together with and the Initial IPO Closing Date, the “Closing Dates” and each, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 225,000 790,909 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 Private Placement Warrant for an aggregate purchase price of up to $225,000 790,909 (if the over-allotment option is exercised in full) (the “Over-Allotment allotment Purchase Price”), which . The Purchaser shall be paid 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 the wire instructions), at least one (1) business day prior to the applicable Over-Allotment allotment Closing Date in accordance with the Company’s wiring instructionsDate. On the each Over-Allotment allotment Closing Date, upon subject to receipt of funds pursuant to the payment by the Purchaser of the Over-Allotment Purchase Priceimmediately prior sentence, the Company, at its option, Company 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 Purchasers, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 3,500,000 8,333,333 Private Placement Warrants at a price of $1.00 1.50 per warrant Private Placement Warrant for an aggregate purchase price of $3,500,000 12,500,000 (the “Purchase Price”). The Purchaser shall pay, which shall be paid at least one (1) business day prior to the IPO Closing Date, the Purchase Price by wire transfer of immediately available funds funds, to accounts designated by the Company, including to the Company trust account (the “Trust Account”), at least one business day prior a financial institution to be chosen by the Initial Closing Date Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, in accordance with the Company’s wiring instructions. On the Initial IPO Closing Date, upon subject to receipt of funds pursuant to the payment by the Purchaser of the Purchase Priceimmediately prior sentence, the Company, at its option, Company 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 consummation of the closing of the over-allotment option option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, the an “Over-Allotment allotment Closing Date”, ,” and each Over-Allotment allotment Closing Date (if any) together with and the Initial IPO Closing Date, the “Closing Dates” and each, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 225,000 1,000,000 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 the portion of the over-allotment option that is then exercised) at a price of $1.00 1.50 per Private Placement Warrant for an aggregate purchase price of up to $225,000 1,500,000 (if the over-allotment option is exercised in full) (the “Over-Allotment allotment Purchase Price”), which . The Purchaser shall be paid 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 the wire instructions), at least one (1) business day prior to the applicable Over-Allotment allotment Closing Date in accordance with the Company’s wiring instructionsDate. On the each Over-Allotment allotment Closing Date, upon subject to receipt of funds pursuant to the payment by the Purchaser of the Over-Allotment Purchase Priceimmediately prior sentence, the Company, at its option, Company 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 Purchasers, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation closing of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 3,500,000 7,500,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $3,500,000 7,500,000 (the “Purchase Price”), which . The Purchaser shall be paid pay the Purchase Price (a) 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 instructionsinstructions or (b) through the forgiveness of certain loan obligations payable to Purchaser pursuant to the promissory note dated June 30, 2021 between the Company and the Purchaser (the “Promissory Note”), which Purchaser acknowledges, upon receipt of the Private Placement Warrants shall fully satisfy the Company’s obligation under the Promissory Note. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the CompanyCompany shall either, 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 consummation of the closing of the underwriters’ over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, the an “Over-Allotment allotment Closing Date”, and each Over-Allotment allotment Closing Date (if any) together with and the Initial Closing Date, the “Closing Dates” and each, Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 225,000 675,000 additional Private Placement Warrants (orWarrants, to in the extent same proportion as the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion amount of the underwriters’ over-allotment option that is exercised) , at a price of $1.00 per Private Placement Warrant warrant for an aggregate purchase price of up to $225,000 $675,000 (if the underwriters’ over-allotment option in connection with the Public Offering is exercised in full) (the “Over-Allotment Overallotment Purchase Price”), which . The Purchaser shall be paid 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. On the Over-Allotment allotment Closing Date, upon the payment by the Purchaser of the Over-Allotment Overallotment Purchase Price, the CompanyCompany shall either, 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 PurchasersPurchaser, 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 “Initial IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 3,500,000 1,030,303 Private Placement Warrants at a price of $1.00 per warrant Private Placement Warrant for an aggregate purchase price of $3,500,000 1,030,303 (the “Purchase Price”). The Purchaser shall pay, which shall be paid at least one (1) business day prior to the IPO Closing Date, the Purchase Price by wire transfer of immediately available funds funds, to accounts designated by the Company, including to the Company trust account (the “Trust Account”), at least one business day prior a financial institution to be chosen by the Initial Closing Date Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, in accordance with the Company’s wiring instructions. On the Initial IPO Closing Date, upon subject to receipt of funds pursuant to the payment by the Purchaser of the Purchase Priceimmediately prior sentence, the Company, at its option, Company 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 consummation of the closing of the over-allotment option option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, the an “Over-Allotment allotment Closing Date”, ,” and each Over-Allotment allotment Closing Date (if any) together with and the Initial IPO Closing Date, the “Closing Dates” and each, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 225,000 109,091 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 Private Placement Warrant for an aggregate purchase price of up to $225,000 109,091 (if the over-allotment option is exercised in full) (the “Over-Allotment allotment Purchase Price”), which . The Purchaser shall be paid 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 the wire instructions), at least one (1) business day prior to the applicable Over-Allotment allotment Closing Date in accordance with the Company’s wiring instructionsDate. On the each Over-Allotment allotment Closing Date, upon subject to receipt of funds pursuant to the payment by the Purchaser of the Over-Allotment Purchase Priceimmediately prior sentence, the Company, at its option, Company 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 Purchasers, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 3,500,000 4,100,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $3,500,000 4,100,000 (the “Purchase Price”), which shall 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 Purchaser of the Purchase Price, 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 consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, the “Over-Allotment Closing Date”, and each Over-Allotment Closing Date (if any) together with the Initial Closing Date, the “Closing Dates” and each, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 225,000 300,000 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 per Private Placement Warrant for an aggregate purchase price of up to $225,000 300,000 (the “Over-Allotment Purchase Price”), which shall be paid 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. On the Over-Allotment Closing Date, upon the payment by the Purchaser of the Over-Allotment Purchase Price, 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 Purchasers, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 3,500,000 4,333,333 Private Placement Warrants at a price of $1.00 1.50 per warrant Private Placement Warrant for an aggregate purchase price of $3,500,000 6,500,000 (the “Purchase Price”). The Purchaser shall pay, which shall be paid at least one (1) business day prior to the IPO Closing Date, the Purchase Price by wire transfer of immediately available funds funds, to accounts designated by the Company, including to the Company trust account (the “Trust Account”), at least one business day prior a financial institution to be chosen by the Initial Closing Date Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, in accordance with the Company’s wiring instructions. On the Initial IPO Closing Date, upon subject to receipt of funds pursuant to the payment by the Purchaser of the Purchase Priceimmediately prior sentence, the Company, at its option, Company 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 consummation of the closing of the over-allotment option option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, the an “Over-Allotment allotment Closing Date”, ,” and each Over-Allotment allotment Closing Date (if any) together with and the Initial IPO Closing Date, the “Closing Dates” and each, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 225,000 450,000 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 the portion of the over-allotment option that is then exercised) at a price of $1.00 1.50 per Private Placement Warrant for an aggregate purchase price of up to $225,000 675,000 (if the over-allotment option is exercised in full) (the “Over-Allotment allotment Purchase Price”), which . The Purchaser shall be paid 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 the wire instructions), at least one (1) business day prior to the applicable Over-Allotment allotment Closing Date in accordance with the Company’s wiring instructionsDate. On the each Over-Allotment allotment Closing Date, upon subject to receipt of funds pursuant to the payment by the Purchaser of the Over-Allotment Purchase Priceimmediately prior sentence, the Company, at its option, Company 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 Purchasers, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 3,500,000 5,666,667 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $3,500,000 8,500,000 (the “Purchase Price”), which shall 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 Purchaser of the Purchase Price, 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 consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, the an “Over-Allotment allotment Closing Date”, and each Over-Allotment allotment Closing Date (if any) together with and the Initial Closing Date, the “Closing Dates” and each, Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 225,000 an aggregate of 600,000 additional Private Placement Warrants (or, to at a price of $1.50 per warrant in the extent same proportion as the amount of the over-allotment option is not then so 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 Private Placement Warrant for an aggregate purchase price of up to $225,000 900,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-Allotment allotment Purchase Price”), which . The Purchaser shall be paid 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. On the Over-Allotment allotment Closing Date, upon the payment by the Purchaser of the Over-Allotment allotment Purchase Price, 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 PurchasersPurchaser, or effect such delivery in book-entry form.