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

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering (the “IPO Closing Date”), the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, an aggregate of 13,500,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $13,500,000 (the “Purchase Price”) in the amount set forth opposite such Purchaser’s name in Schedule I hereto. Each Purchaser shall 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 in accordance with the Company’s wiring instructions, at least one (1) business day prior to the IPO Closing Date. On the IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in each Purchaser’s name to such Purchaser or effect such delivery in book-entry form. (ii) On the date of the closing of the option to purchase additional units, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers and the Company (the “Option Closing Date”, and each Option Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, an aggregate of up to 1,725,000 Private Placement Warrants (or, to the extent the option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to portion of the option that is exercised) (such Private Placement Warrants, “Option Warrants”) at a price of $1.00 per warrant for an aggregate purchase price of up to $1,725,000 (the “Option Purchase Price”). The number of Option Warrants to be purchased by each Purchaser shall be 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 at least one (1) business day prior to the Option Closing Date. On the Option Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in each Purchaser’s name to 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 and the Company (the “IPO Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of 13,500,000 7,000,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $13,500,000 7,000,000 (the “Purchase Price”) in the amount set forth opposite such Purchaser’s name in Schedule I hereto). Each The Purchaser shall 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 in the following amounts: (i) $2,000,000 to the Company at a financial institution to be chosen by the Company, and (ii) $5,000,000 to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each case in accordance with the Company’s wiring instructions, at least one (1) business day prior to the IPO Closing Date. On the IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in each the Purchaser’s name to such the Purchaser or effect such delivery in book-entry form. (ii) On the date of the closing of the option to purchase additional units, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers Purchaser and the Company (the “Option Closing Date”, and each Option Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of up to 1,725,000 750,000 Private Placement Warrants (or, to the extent the option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the option that is exercised) (such Private Placement Warrants, “Option Warrants”) at a price of $1.00 per warrant for an aggregate purchase price of up to $1,725,000 750,000 (the “Option Purchase Price”). The number of Option Warrants to be purchased by each Purchaser shall be 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 Trust Account, at least one (1) business day prior to the Option Closing Date. On the Option Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in each the Purchaser’s name to such the Purchaser or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “IPO Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of 13,500,000 4,000,000 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $13,500,000 6,000,000 (the “Purchase Price”) in the amount set forth opposite such Purchaser’s name in Schedule I hereto). Each The Purchaser shall 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 in the following amounts: (i) to the Company, at a financial institution to be chosen by the Company, and (ii) $ to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each case in accordance with the Company’s wiring instructions, at least one (1) business day prior to the IPO Closing Date. On the IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in each the Purchaser’s name to such the Purchaser or effect such delivery in book-entry form. (ii) On the date of the closing of the option to purchase additional units, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers Purchaser and the Company (the “Option Closing Date”, and each Option Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of up to 1,725,000 600,000 Private Placement Warrants (or, to the extent the option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the option that is exercised) (such Private Placement Warrants, “Option Warrants”) at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to $1,725,000 600,000 (the ““ Option Purchase Price”). The number of Option Warrants to be purchased by each Purchaser shall be 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 Trust Account, at least one (1) business day prior to the Option Closing Date. On the Option Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in each the Purchaser’s name to such the Purchaser or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “IPO Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of 13,500,000 5,733,333 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $13,500,000 8,600,000 (the “Purchase Price”) in the amount set forth opposite such Purchaser’s name in Schedule I hereto). Each The Purchaser shall 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 in accordance with the Company’s wiring instructionspay, at least one (1) business day prior to the IPO Closing Date, the Purchase Price by wire transfer of immediately available funds, consisting of (i) $6,000,000 to the trust account, at a financial institution to be chosen by the Company, maintained by American Stock Transfer & Trust Company, LLC, acting as trustee, in accordance with the Company’s wiring instructions (the “Trust Account”), and (ii) $2,600,000 to, or on behalf of, the Company in accordance with the Company’s wiring instructions. On the IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in each the Purchaser’s name to such the Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the option to purchase additional units, if anyany over-allotment option, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers Purchaser and the Company (the an “Option Over-allotment Closing Date”, ,” and each Option Over-allotment Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of up to 1,725,000 600,000 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 then exercised) (such Private Placement Warrants, “Option Warrants”) at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to $1,725,000 900,000 (if the over-allotment option is exercised in full) (the “Option Over-allotment Purchase Price”). The number of Option Warrants to be purchased by each Purchaser shall be 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 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 Option Over-allotment Closing Date. On the Option 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 Closing Date duly registered in each the Purchaser’s name to such the Purchaser or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering (the “IPO Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of 13,500,000 6,066,667 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $13,500,000 9,100,000 (the “Purchase Price”) in the amount set forth opposite such Purchaser’s name in Schedule I hereto). Each The Purchaser shall 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 in the following amounts: (i) $3,100,000 to the Company at a financial institution to be chosen by the Company, and (ii) $6,000,000 to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each case in accordance with the Company’s wiring instructions, at least one (1) business day prior to the IPO Closing Date. On the IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in each the Purchaser’s name to such the Purchaser or effect such delivery in book-entry form. (ii) On the date of the closing of the option to purchase additional units, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers Purchaser and the Company (the “Option Closing Date”, and each Option Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of up to 1,725,000 600,000 Private Placement Warrants (or, to the extent the option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to portion of the option that is exercised) (such Private Placement Warrants, “Option Warrants”) at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to $1,725,000 900,000 (the “Option Purchase Price”). The number of Option Warrants to be purchased by each Purchaser shall be 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 Trust Account, at least one (1) business day prior to the Option Closing Date. On the Option Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in each the Purchaser’s name to such the Purchaser or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “IPO Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of 13,500,000 9,000,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $13,500,000 9,000,000 (the “Purchase Price”) in the amount set forth opposite such Purchaser’s name in Schedule I hereto). Each The Purchaser shall 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 in accordance with the Company’s wiring instructionspay, at least one (1) business day prior to the IPO Closing Date, the Purchase Price by wire transfer of immediately available funds, consisting of (i) $4,000,000 to the trust account (the “Trust Account”), at ▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, N.A., maintained by Continental Stock Transfer & Trust Company, acting as trustee, in accordance with the Company’s wiring instructions, and (ii) $2,000,000 to, or on behalf of, the Company in accordance with the Company’s wiring instructions. On the IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in each the Purchaser’s name to such the Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the option to purchase additional units, if anyany over-allotment option, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers Purchaser and the Company (the an “Option Over-allotment Closing Date”, ,” and each Option Over-allotment Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of up to 1,725,000 1,050,000 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 then exercised) (such Private Placement Warrants, “Option Warrants”) at a price of $1.00 per warrant for an aggregate purchase price of up to $1,725,000 1,050,000 (if the over-allotment option is exercised in full) (the “Option Over-allotment Purchase Price”). The number of Option Warrants to be purchased by each Purchaser shall be 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 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 Option Over-allotment Closing Date. On the Option 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 Closing Date duly registered in each the Purchaser’s name to such the Purchaser or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “IPO Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of 13,500,000 11,110,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $13,500,000 $ 11,110,000 (the “Purchase Price”) in the amount set forth opposite such Purchaser’s name in Schedule I hereto). Each The Purchaser shall 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 in accordance with the Company’s wiring instructionspay, at least one (1) business day prior to the IPO Closing Date, the Purchase Price by wire transfer of immediately available funds, consisting of (i) $[ ⚫ ] 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) $[ ⚫ ] to, or on behalf of, the Company in accordance with the Company’s wiring instructions. On the IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in each the Purchaser’s name to such the Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the option to purchase additional units, if anyany over-allotment option, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers Purchaser and the Company (the an “Option Over-allotment Closing Date”, ,” and each Option Over-allotment Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of up to 1,725,000 12,223,750 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 then exercised) (such Private Placement Warrants, “Option Warrants”) at a price of $1.00 per warrant for an aggregate purchase price of up to $1,725,000 12,223,750 (if the over-allotment option is exercised in full) (the “Option Over-allotment Purchase Price”). The number of Option Warrants to be purchased by each Purchaser shall be 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 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 Option Over-allotment Closing Date. On the Option 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 Closing Date duly registered in each the Purchaser’s name to such the Purchaser or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “IPO Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of 13,500,000 4,666,667 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $13,500,000 7,000,000 (the “Purchase Price”) in the amount set forth opposite such Purchaser’s name in Schedule I hereto). Each The Purchaser shall 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 in the following amounts: (i) $2,000,000 to the Company at a financial institution to be chosen by the Company, and (ii) $5,000,000 to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each case in accordance with the Company’s wiring instructions, at least one (1) business day prior to the IPO Closing Date. On the IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in each the Purchaser’s name to such the Purchaser or effect such delivery in book-entry form. (ii) On the date of the closing of the option to purchase additional units, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers Purchaser and the Company (the “Option Closing Date”, and each Option Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of up to 1,725,000 500,000 Private Placement Warrants (or, to the extent the option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the option that is exercised) (such Private Placement Warrants, “Option Warrants”) at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to $1,725,000 750,000 (the “Option Purchase Price”). The number of Option Warrants to be purchased by each Purchaser shall be 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 Trust Account, at least one (1) business day prior to the Option Closing Date. On the Option Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in each the Purchaser’s name to such the Purchaser or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Sponsor and the Company (the “IPO Closing Date”), the Company shall issue and sell to the PurchasersSponsor, and the Purchasers Sponsor shall purchase from the Company, an aggregate of 13,500,000 11,333,333 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $13,500,000 17,000,000 (the “Purchase Price”) in the amount set forth opposite such Purchaser’s name in Schedule I hereto). Each Purchaser The Sponsor shall 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 in the following amounts: (i) $7,000,000 to the Company, at a financial institution to be chosen by the Company, and (ii) $10,000,000 to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each case in accordance with the Company’s wiring instructions, instructions at least one (1) business day prior to the IPO Closing Date. On the IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Sponsor on such date duly registered in each Purchaserthe Sponsor’s name to such Purchaser the Sponsor or effect such delivery in book-entry form. (ii) On the date of the any closing of the option to purchase additional unitsover-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers Sponsor and the Company (the each such date, an “Option Over-allotment Closing Date”, ,” and each Option Over-allotment Closing Date (if any) and the IPO Closing Date, being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the PurchasersSponsor, and the Purchasers Sponsor shall purchase from the Company, up to an aggregate of up to 1,725,000 1,000,000 Private Placement Warrants (orWarrants, to in the extent same proportion as the option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to portion amount of the option that is then so exercised) (such Private Placement Warrants, “Option Warrants”) at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to $1,725,000 1,500,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Option Over-allotment Purchase Price”). The number of Option Warrants to be purchased by each Purchaser shall be 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 Sponsor shall pay its portion of the Option Over-allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Trust Account at least one (1) business day prior to the Option such Over-allotment Closing Date. On the Option Over-allotment Closing Date, subject following the payment by the Sponsor of the Over-allotment Purchase Price by wire transfer of immediately available funds to the receipt of funds pursuant to the immediately prior sentenceCompany, the Company shallCompany, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Sponsor on such date duly registered in each Purchaserthe Sponsor’s name to such Purchaser the Sponsor, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “IPO Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of 13,500,000 6,375,000 Private Placement Warrants at a price of $1.00 per warrant Private Placement Warrant for an aggregate purchase price of $13,500,000 6,375,000 (the “Purchase Price”) in the amount set forth opposite such Purchaser’s name in Schedule I hereto). Each The Purchaser shall 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 in accordance with the Company’s wiring instructionspay, at least one (1) business day prior to the IPO Closing Date, an amount equal to the Purchase Price less up to $200,000 advanced to Future Health ESG to fund operating expenses in advance of the Public Offering (the “Operating Expense Advance”) by wire transfer of immediately available funds to accounts designated by the Company, including to the trust account (the “Trust Account”), at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, in accordance with the Company’s wiring instructions. The Operating Expense Advance shall thereafter be delivered to the Trust Account on the IPO Closing Date by the underwriters in the IPO on behalf of the Purchaser to satisfy delivery of the full Purchase Price. On the IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentencesentences, the Company, at its option, Company shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in each Purchaser’s name to such Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the option to purchase additional unitsover-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers Purchaser and the Company (the an “Option Over-allotment Closing Date”, ,” and each Option Over-allotment Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of up to 1,725,000 600,000 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 then exercised) (such Private Placement Warrants, “Option Warrants”) at a price of $1.00 per warrant Private Placement Warrant for an aggregate purchase price of up to $1,725,000 600,000 (if the over-allotment option is exercised in full) (the “Option Over-allotment Purchase Price”). The number of Option Warrants to be purchased by each Purchaser shall be 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 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 Option applicable Over-allotment Closing Date. On the Option 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 each Purchaser’s name to such Purchaser or shall effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “IPO Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of 13,500,000 Company 9,500,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $13,500,000 9,500,000 (the “Purchase Price”) in the amount set forth opposite such Purchaser’s name in Schedule I hereto). Each The Purchaser shall 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 in the following amounts: (i) $2,000,000 to the Company, at a financial institution to be chosen by the Company, and (ii) $7,500,000 to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each case in accordance with the Company’s wiring instructions, instructions at least one (1) business day prior to the IPO Closing Date. On the IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in each the Purchaser’s name to such the Purchaser or effect such delivery in book-entry form. (ii) On the date of the any closing of the option to purchase additional unitsover-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers Purchaser and the Company (the each such date, an “Option Over-allotment Closing Date”, ,” and each Option Over-allotment Closing Date (if any) and the IPO Closing Date, being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of up to 1,725,000 1,125,000 Private Placement Warrants (or, to the extent the option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to portion of the option that is exercised) (such Private Placement Warrants, “Option Warrants”) at a price of $1.00 per warrant for an aggregate purchase price of up to $1,725,000 1,125,000 (the “Option Purchase Price”). The number of Option Warrants to be purchased by each Purchaser shall be 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 Trust Account, at least one at (1) business day prior to the Option such Over-allotment Closing Date. On the Option 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 each the Purchaser’s name to such the Purchaser or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering (the “IPO Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of 13,500,000 18,666,667 Private Placement Warrants at a price of $1.00 0.60 per warrant for an aggregate purchase price of $13,500,000 11,200,000 (the “Purchase Price”) in the amount set forth opposite such Purchaser’s name in Schedule I hereto). Each The Purchaser shall 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 in the following amounts: (i) $2,550,000 to the Company at a financial institution to be chosen by the Company, and (ii) $8,650,000 to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each case in accordance with the Company’s wiring instructions, at least one (1) business day prior to the IPO Closing Date. On the IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in each the Purchaser’s name to such the Purchaser or effect such delivery in book-entry form. (ii) On the date of the closing of the option to purchase additional units, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers Purchaser and the Company (the “Option Closing Date”, and each Option Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of up to 1,725,000 1,500,000 Private Placement Warrants (or, to the extent the option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the option that is exercised) (such Private Placement Warrants, “Option Warrants”) at a price of $1.00 .60 per warrant for an aggregate purchase price of up to $1,725,000 900,000 (the “Option Purchase Price”). The number of Option Warrants to be purchased by each Purchaser shall be 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 Trust Account, at least one (1) business day prior to the Option Closing Date. On the Option Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in each the Purchaser’s name to such the Purchaser or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “IPO Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of 13,500,000 8,000,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $13,500,000 8,000,000 (the “Purchase Price”) in the amount set forth opposite such Purchaser’s name in Schedule I hereto). Each The Purchaser shall 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 in the following amounts: (i) $750,000 to the Company, at a financial institution to be chosen by the Company, and (ii) $7,000,000 to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each case in accordance with the Company’s wiring instructions, instructions at least one (1) business day prior to the IPO Closing Date. On the IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in each the Purchaser’s name to such the Purchaser or effect such delivery in book-entry form. (ii) On the date of the any closing of the option to purchase additional unitsover-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers Purchaser and the Company (the each such date, an “Option Over-allotment Closing Date”, ,” and each Option Over-allotment Closing Date (if any) and the IPO Closing Date, being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, up to an aggregate of up to 1,725,000 1,050,000 Private Placement Warrants (orWarrants, to in the extent same proportion as the option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to portion amount of the option that is then so exercised) (such Private Placement Warrants, “Option Warrants”) at a price of $1.00 per warrant for an aggregate purchase price of up to $1,725,000 1,050,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Option Over-allotment Purchase Price”). The number of Option Warrants to be purchased by each Purchaser shall be based upon the same percentage Each 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 Over-allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Trust Account at least one (1) business day prior to the Option such Over-allotment Closing Date. On the Option Over-allotment Closing Date, subject following the payment by the Purchaser of the Over-allotment Purchase Price by wire transfer of immediately available funds to the receipt of funds pursuant to the immediately prior sentenceCompany, the Company shallCompany, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in each the Purchaser’s name to such Purchaser the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering (or on such earlier time and date as may be mutually agreed by the Purchase and the Company) (the “IPO Initial Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of 13,500,000 6,800,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $13,500,000 6,800,000 (the “Purchase Price”) in the amount set forth opposite such Purchaser’s name in Schedule I hereto). Each The Purchaser shall 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 in the following amounts: (i) $4,800,000 to the Company at a financial institution to be chosen by the Company, and (ii) $2,000,000 to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each case in accordance with the Company’s wiring instructions, at least one (1) business day prior to the IPO 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 IPO Initial Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in each the Purchaser’s name to such the Purchaser or effect such delivery in book-entry form. (ii) On the date consummation of the each closing of the option to purchase additional units, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers Purchaser and the Company (the each such date, an “Option Closing Date”, and each Option Closing Date (if any) and the IPO Initial Closing Date, a “Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of up to 1,725,000 900,000 Private Placement Warrants (or, to the extent the option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to portion of the option that is exercised) (such Private Placement Warrants, “Option Warrants”) at a price of $1.00 per warrant for an aggregate purchase price of up to $1,725,000 900,000 (the “Option Purchase Price”). The number of Option Warrants to be purchased by each Purchaser shall be 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 Trust Account, at least one (1) business day prior to the such Option Closing Date; provided, however, that the Option Purchase Price shall be reimbursed to the Purchaser if such Option Closing Date does not occur on the day following such wire payment. On the Option Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in each the Purchaser’s name to such the Purchaser or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “IPO Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of 13,500,000 6,750,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $13,500,000 6,750,000 (the “Purchase Price”) in the amount set forth opposite such Purchaser’s name in Schedule I hereto). Each The Purchaser shall 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 in the following amounts: (i) $2,750,000 to the Company, at a financial institution to be chosen by the Company, and (ii) $4,000,000 to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each case in accordance with the Company’s wiring instructions, instructions at least one (1) business day prior to the IPO Closing Date. On the IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in each the Purchaser’s name to such the Purchaser or effect such delivery in book-entry form. (ii) On the date of the any closing of the option to purchase additional unitsover-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers Purchaser and the Company (the each such date, an “Option Over-allotment Closing Date”, ,” and each Option Over-allotment Closing Date (if any) and the IPO Closing Date, being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, up to an aggregate of up to 1,725,000 600,000 Private Placement Warrants (orWarrants, to in the extent same proportion as the option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to portion amount of the option that is then so exercised) (such Private Placement Warrants, “Option Warrants”) at a price of $1.00 per warrant for an aggregate purchase price of up to $1,725,000 600,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Option Over-allotment Purchase Price”). The number of Option Warrants to be purchased by each Purchaser shall be based upon the same percentage Each 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 Over-allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Trust Account at least one (1) business day prior to the Option such Over-allotment Closing Date. On the Option Over-allotment Closing Date, subject following the payment by the Purchaser of the Over-allotment Purchase Price by wire transfer of immediately available funds to the receipt of funds pursuant to the immediately prior sentenceCompany, the Company shallCompany, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in each the Purchaser’s name to such Purchaser the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “IPO Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of 13,500,000 6,000,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $13,500,000 6,000,000 (the “Purchase Price”) in the amount set forth opposite such Purchaser’s name in Schedule I hereto). Each The Purchaser shall 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 in the following amounts: (i) $2,000,000 to the Company, at a financial institution to be chosen by the Company, and (ii) $4,000,000 to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each case in accordance with the Company’s wiring instructions, instructions at least one (1) business day prior to the IPO Closing Date. On the IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in each the Purchaser’s name to such the Purchaser or effect such delivery in book-entry form. (ii) On the date of the any closing of the option to purchase additional unitsover-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers Purchaser and the Company (the each such date, an “Option Over-allotment Closing Date”, ,” and each Option Over-allotment Closing Date (if any) and the IPO Closing Date, being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, up to an aggregate of up to 1,725,000 600,000 Private Placement Warrants (orWarrants, to in the extent same proportion as the option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to portion amount of the option that is then so exercised) (such Private Placement Warrants, “Option Warrants”) at a price of $1.00 per warrant for an aggregate purchase price of up to $1,725,000 600,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Option Over-allotment Purchase Price”). The number of Option Warrants to be purchased by each Purchaser shall be based upon the same percentage Each 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 Over-allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Trust Account at least one (1) business day prior to the Option such Over-allotment Closing Date. On the Option Over-allotment Closing Date, subject following the payment by the Purchaser of the Over-allotment Purchase Price by wire transfer of immediately available funds to the receipt of funds pursuant to the immediately prior sentenceCompany, the Company shallCompany, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in each the Purchaser’s name to such Purchaser the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “IPO Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of 13,500,000 7,000,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $13,500,000 7,000,000 (the “Purchase Price”) in the amount set forth opposite such Purchaser’s name in Schedule I hereto). Each The Purchaser shall 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 in the following amounts: (i) $2,000,000 to the Company at a financial institution to be chosen by the Company, and (ii) $5,000,000 to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each case in accordance with the Company’s wiring instructions, at least one (1) business day prior to the IPO Closing Date. On the IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in each the Purchaser’s name to such the Purchaser or effect such delivery in book-entry form. (ii) On the date of the closing of the option to purchase additional units, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers Purchaser and the Company (the “Option Closing Date”, and each Option Closing Date (if any) and the IPO Closing Date, a “Over-Allotment Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of up to 1,725,000 600,000 Private Placement Warrants (or, to the extent the option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the option that is exercised) (such Private Placement Warrants, “Option Warrants”) at a price of $1.00 per warrant for an aggregate purchase price of up to $1,725,000 600,000 (the “Option Over-Allotment Purchase Price”). The number of Option Warrants to be purchased by each Purchaser shall be 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 Over-Allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Trust Account, at least one (1) business day prior to the Option Over-Allotment Closing Date. On the Option 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 each the Purchaser’s name to such the Purchaser or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering (the “IPO Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of 13,500,000 12,200,000 Private Placement Warrants at a price of $1.00 per warrant Private Placement Warrant for an aggregate purchase price of $13,500,000 12,200,000 (the “Purchase Price”) in the amount set forth opposite such Purchaser’s name in Schedule I hereto). Each The Purchaser shall pay its portion of the Purchase Price as set forth opposite such Purchaserin accordance with the Company’s name in Schedule I wiring instructions by wire transfer of immediately available funds in accordance with the following amounts: (i) $3,200,000 to the Company at a financial institution to be chosen by the Company’s wiring instructions; and (ii) $6,000,000 to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each case, at least one (1) business day prior to the IPO Closing Date. On the IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior preceding sentence, the CompanyCompany shall, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in each the Purchaser’s name to such the Purchaser or effect such delivery in book-entry form. (ii) On the date of the closing of the option to purchase additional units, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers Purchaser and the Company (the “Option Closing Date”” and, and each Option Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of up to 1,725,000 1,350,000 Private Placement Warrants (or, to the extent the option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the option that is exercised) (such Private Placement Warrants, “Option Warrants”) at a price of $1.00 per warrant Private Placement Warrant for an aggregate purchase price of up to $1,725,000 1,350,000 (the “Option Purchase Price”). The number of Option Warrants to be purchased by each Purchaser shall be 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 wiring instructions by wire transfer of immediately available funds to the Trust Account at least one (1) business day prior to the Option Closing Date. On the Option Closing Date, subject to the receipt of funds pursuant to the immediately prior preceding sentence, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in each the Purchaser’s name to such the Purchaser or effect such delivery in book-entry form. (iii) The Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 2,300,000 Private Placement Warrants (or, to the extent the option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the option that is exercised), at a price of $1.00 per Private Placement Warrant for an aggregate purchase price of up to $2,300,000 (the “Extension Purchase Price”). The Purchaser has the right to extend the period of time the Company will have to complete an initial business combination up to two times and can accelerate the second three-month extension, as further described in the Registration Statement. The Purchaser is obligated to purchase Private Placement Warrants at the Extension Purchase Price in connection with each extension. The Purchaser shall pay the Extension Purchase Price in accordance with the Company’s wiring instructions by wire transfer of immediately available funds to the Trust Account within two (2) business days of the date the Purchaser provides notice that it intends to extend the period of time the Company will have to complete an initial business combination. Subject to the receipt of funds pursuant to the immediately preceding 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.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering (the “IPO Closing Date”)) or on such earlier date as may be mutually agreed by the Purchaser and the Company, the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of 13,500,000 7,333,333 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $13,500,000 11,000,000 (the “Purchase Price”) in the amount set forth opposite such Purchaser’s name in Schedule I hereto). Each The Purchaser shall 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 in the following amounts: (i) $2,000,000 to the Company at a financial institution to be chosen by the Company, and (ii) $9,000,000 to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each case in accordance with the Company’s wiring instructions, at least one (1) business day prior to the IPO Closing Date. On the IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in each the Purchaser’s name to such the Purchaser or effect such delivery in book-entry form. (ii) On the date of the closing of the option to purchase additional units, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers Purchaser and the Company (the “Option Closing Date”, and each Option Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of up to 1,725,000 900,000 Private Placement Warrants (or, to the extent the option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to portion of the option that is exercised) (such Private Placement Warrants, “Option Warrants”) at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to $1,725,000 1,350,000 (the “Option Purchase Price”). The number of Option Warrants to be purchased by each Purchaser shall be 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 wiring instructions by wire transfer of immediately available funds to the Trust Account, at least one (1) business day prior to the Option Closing Date. On the Option Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in each the Purchaser’s name to such the Purchaser or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “IPO Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of 13,500,000 4,816,667 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $13,500,000 7,225,000 (the “Purchase Price”) in the amount set forth opposite such Purchaser’s name in Schedule I hereto). Each The Purchaser shall 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 in accordance with the Company’s wiring instructionspay, at least one (1) business day prior to the IPO Closing Date, the Purchase Price by wire transfer of immediately available funds, consisting of (i) $4,475,000 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) $2,750,000 to, or on behalf of, the Company in accordance with the Company’s wiring instructions. On the IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in each the Purchaser’s name to such the Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the option to purchase additional units, if anyany over-allotment option, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers Purchaser and the Company (the an “Option Over-allotment Closing Date”, ,” and each Option Over-allotment Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of up to 1,725,000 450,000 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 then exercised) (such Private Placement Warrants, “Option Warrants”) at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to $1,725,000 675,000 (if the over-allotment option is exercised in full) (the “Option Over-allotment Purchase Price”). The number of Option Warrants to be purchased by each Purchaser shall be 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 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 Option Over-allotment Closing Date. On the Option 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 Closing Date duly registered in each the Purchaser’s name to such the Purchaser or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “IPO Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of 13,500,000 8,000,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $13,500,000 8,000,000 (the “Purchase Price”) in the amount set forth opposite such Purchaser’s name in Schedule I hereto). Each The Purchaser shall 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 in the following amounts: (i) $2,000,000 to the Company at a financial institution to be chosen by the Company, and (ii) $6,000,000 to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each case in accordance with the Company’s wiring instructions, at least one (1) business day prior to the IPO Closing Date. On the IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in each the Purchaser’s name to such the Purchaser or effect such delivery in book-entry form. (ii) On the date of the closing of the option to purchase additional units, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers Purchaser and the Company (the “Option Closing Date”, and each Option Closing Date (if any) and the IPO Closing Date, a “Over-Allotment Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of up to 1,725,000 900,000 Private Placement Warrants (or, to the extent the option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the option that is exercised) (such Private Placement Warrants, “Option Warrants”) at a price of $1.00 per warrant for an aggregate purchase price of up to $1,725,000 900,000 (the “Option Over-Allotment Purchase Price”). The number of Option Warrants to be purchased by each Purchaser shall be 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 Over-Allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Trust Account, at least one (1) business day prior to the Option Over-Allotment Closing Date. On the Option 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 each the Purchaser’s name to such the Purchaser or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “IPO Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of 13,500,000 Company 5,000,000 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $13,500,000 7,500,000 (the “Purchase Price”) in the amount set forth opposite such Purchaser’s name in Schedule I hereto). Each The Purchaser shall 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 in the following amounts: (i) $2,000,000 to the Company, at a financial institution to be chosen by the Company, and (ii) $5,500,000 to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each case in accordance with the Company’s wiring instructions, instructions at least one (1) business day prior to the IPO Closing Date. On the IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in each the Purchaser’s name to such the Purchaser or effect such delivery in book-entry form. (ii) On the date of the any closing of the option to purchase additional unitsover-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers Purchaser and the Company (the each such date, an “Option Over-allotment Closing Date”, ,” and each Option Over-allotment Closing Date (if any) and the IPO Closing Date, being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, an aggregate of transfer up to 1,725,000 Private Placement Warrants $825,000 (or, to if the extent over-allotment option in connection with the option to purchase additional units Public Offering is not exercised in full, a lesser number of Private Placement Warrants in proportion ) from the financial institution chosen by it to portion of the option that is exercised) (such Private Placement Warrants, “Option Warrants”) at a price of $1.00 per warrant for an aggregate purchase price of up to $1,725,000 (the “Option Purchase Price”). The number of Option Warrants to be purchased by each Purchaser shall be 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 Trust Account at least one at (1) business day prior to the Option such Over-allotment Closing Date. On the Option Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in each Purchaser’s name to 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 Purchasers and the Company (the “IPO Closing Date”), the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, an aggregate of 13,500,000 7,333,333 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $13,500,000 11,000,000 (the “Purchase Price”) in the amount set forth opposite such Purchaser’s name in Schedule I hereto). Each Purchaser The Purchasers shall 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, 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 instructionsinstructions (the “Trust Account”), at least one (1) business day prior to the IPO Closing Date. On the IPO Closing Date, subject upon the payment by the Purchasers of the Purchase Price, by wire transfer of immediately available funds to the receipt of funds pursuant to the immediately prior sentenceCompany, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by each of the Purchasers on such date duly registered in each of the Purchaser’s name names to such Purchaser each of the Purchasers or effect such delivery in book-entry form. (ii) On the date of the any closing of the option to purchase additional unitsover-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers and the Company (the each such date, an “Option Over-allotment Closing Date”, ,” and each Option Over-allotment Closing Date (if any) and the IPO Closing Date, being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, up to an aggregate of up to 1,725,000 900,000 Private Placement Warrants (orWarrants, to in the extent same proportion as the option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to portion amount of the option that is then so exercised) (such Private Placement Warrants, “Option Warrants”) at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to $1,725,000 1,350,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Option Over-allotment Purchase Price”). The number of Option Warrants to be purchased by each Purchaser shall be based upon the same percentage Each 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 Over-allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Trust Account at least one (1) business day prior to the Option such Over-allotment Closing Date. On the Option Over-allotment Closing Date, subject following the payment by the Purchaser of the Over-allotment Purchase Price by wire transfer of immediately available funds to the receipt of funds pursuant to the immediately prior sentenceCompany, the Company shallCompany, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in each the Purchaser’s name to such Purchaser the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers and the Company (the “IPO Closing Date”), the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, an aggregate of 13,500,000 11,333,333 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $13,500,000 17,000,000 (the “Purchase Price”) in accordance with the amount amounts set forth opposite such Purchaser’s name in Schedule I on Exhibit A attached hereto. Each Purchaser The Sponsor shall 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 in the following amounts: (i) $7,000,000 to the Company, at a financial institution to be chosen by the Company, and (ii) $10,000,000 to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each case in accordance with the Company’s wiring instructions, instructions at least one (1) business day prior to the IPO Closing Date, and, at such time, each Director shall reimburse the Sponsor their respective amounts as set forth on Exhibit A attached hereto. On the IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchasers on such date duly registered in each Purchaser’s the Purchasers’ name to such Purchaser the Purchasers or effect such delivery in book-entry form. (ii) On the date of the any closing of the option to purchase additional unitsover-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers Sponsor and the Company (the each such date, an “Option Over-allotment Closing Date”, ,” and each Option Over-allotment Closing Date (if any) and the IPO Closing Date, being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the PurchasersSponsor, and the Purchasers Sponsor shall purchase from the Company, up to an aggregate of up to 1,725,000 1,000,000 Private Placement Warrants (orWarrants, to in the extent same proportion as the option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to portion amount of the option that is then so exercised) (such Private Placement Warrants, “Option Warrants”) at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to $1,725,000 1,500,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Option Over-allotment Purchase Price”). The number of Option Warrants to be purchased by each Purchaser shall be 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 Sponsor shall pay its portion of the Option Over-allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Trust Account at least one (1) business day prior to the Option such Over-allotment Closing Date. On the Option Over-allotment Closing Date, subject following the payment by the Sponsor of the Over-allotment Purchase Price by wire transfer of immediately available funds to the receipt of funds pursuant to the immediately prior sentenceCompany, the Company shallCompany, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Sponsor on such date duly registered in each Purchaser’s the Purchasers’ name to such Purchaser 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 “IPO Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of 13,500,000 5,000,000 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $13,500,000 7,500,000 (the “Purchase Price”) in the amount set forth opposite such Purchaser’s name in Schedule I hereto). Each The Purchaser shall 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 in the following amounts: (i) $2,500,000 to the Company, at a financial institution to be chosen by the Company, and (ii) $5,000,000 to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each case in accordance with the Company’s wiring instructions, instructions at least one (1) business day prior to the IPO Closing Date. On the IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in each the Purchaser’s name to such the Purchaser or effect such delivery in book-entry form. (ii) On the date of the any closing of the option to purchase additional unitsover-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers Purchaser and the Company (the each such date, an “Option Over-allotment Closing Date”, ,” and each Option Over-allotment Closing Date (if any) and the IPO Closing Date, being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, up to an aggregate of up to 1,725,000 500,000 Private Placement Warrants (orWarrants, to in the extent same proportion as the option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to portion amount of the option that is then so exercised) (such Private Placement Warrants, “Option Warrants”) at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to $1,725,000 750,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Option Over-allotment Purchase Price”). The number of Option Warrants to be purchased by each Purchaser shall be 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 Over-allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Trust Account at least one (1) business day prior to the Option such Over-allotment Closing Date. On the Option Over-allotment Closing Date, subject upon the payment by the Purchaser of the Over-allotment Purchase Price by wire transfer of immediately available funds to the receipt of funds pursuant to the immediately prior sentenceCompany, the Company shallCompany, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in each the Purchaser’s name to such Purchaser the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by each of the Purchasers and the Company (the “IPO Initial Closing Date”), the Company shall issue and sell to the Purchasers, and the Purchasers shall each Purchaser agrees, severally and not jointly, to purchase from the Company, an aggregate of 13,500,000 2,800,000 Private Placement Warrants (in the case of GPIAC II, LLC) and 1,866,667 Private Placement Warrants (in the case of IDS III LLC), each at a price of $1.00 1.50 per warrant for an the aggregate purchase price $4,200,000 (in the case of GPIAC II, LLC) and $13,500,000 2,800,000 (in the case of IDS III LLC), in each case not including additional Private Placement Warrants that may be purchased pursuant to Section 1(B)(ii)) (in relation to the relevant Purchaser, the “Purchase Price”) in ), which shall be paid by the amount set forth opposite such Purchaser’s name in Schedule I hereto. Each relevant Purchaser shall 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 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 IPO Initial Closing Date, subject following the payment by the relevant Purchaser of the relevant Purchase Price by wire transfer of immediately available funds to the receipt of funds pursuant to the immediately prior sentenceCompany, the Company, at its option, shall deliver a certificate to the relevant Purchaser evidencing the Private Placement Warrants purchased and received by the relevant Purchaser on such date duly registered in each the relevant Purchaser’s name to such the relevant Purchaser or effect such delivery in book-entry form. (ii) On the date of the any 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 Purchasers each Co-Sponsor and the Company (the each such date, an “Option Over-allotment Closing Date”, ,” and each Option Over-allotment Closing Date (if anyany and where applicable) and the IPO Initial Closing Date, a “Closing Date”), the Company shall issue and sell to the PurchasersCo-Sponsors, and the Purchasers shall each Co-Sponsor agrees, severally and not jointly, to purchase from the Company, an aggregate of up to 1,725,000 300,000 Private Placement Warrants (orin the case of GPIAC II, LLC) and up to the extent the option to purchase additional units is not exercised in full, a lesser number of 200,000 Private Placement Warrants (in the case of IDS III LLC), in each case in the same proportion to portion as the amount of the option that is then so exercised) (such Private Placement Warrants, “Option Warrants”) at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to $1,725,000 450,000 (in the case of GPIAC II, LLC) and $300,000 (in the case of IDS III LLC) (in each case if the over-allotment option in connection with the Public Offering is exercised in full) (in relation to the relevant Purchaser, the “Option Over-allotment Purchase Price”). The number of Option Warrants to be purchased by each Purchaser , which shall be 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 paid by wire transfer of immediately available funds to the Company at least one (1) business day prior to such Over-allotment Closing Date in accordance with the Option Closing DateCompany’s wiring instructions. On the Option Over-allotment Closing Date, subject following the payment by the relevant Co-Sponsor of the relevant Over-allotment Purchase Price by wire transfer of immediately available funds to the receipt of funds pursuant to the immediately prior sentenceCompany, the Company shallCompany, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the relevant Co-Sponsor on such date duly registered in each Purchaserthe relevant Co-Sponsor’s name to such Purchaser the relevant Co-Sponsor, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or at and on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “IPO Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of 13,500,000 4,000,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $13,500,000 4,000,000 (the “Purchase Price”) in the amount set forth opposite such Purchaser’s name in Schedule I hereto). Each The Purchaser shall 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 in the following order: (1) to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), until the trust account contains $152,250,000 (after taking into account the proceeds from (a) the Public Offering, (b) the sale of warrants to certain other initial investors of the Company in private placement transactions that will close simultaneously with the closing of the Initial Public Offering and (c) the loans to be made to the Company simultaneously with the closing of the Initial Public Offering (and, if the over-allotment option in connection with the Public Offering is exercised, upon the closing of the issuance of the Company’s units pursuant to any such exercise) by the Purchaser and certain other initial investors of the Company, that will be deposited into the Trust Account upon the closing of the Initial Public Offering) and (2) any remaining funds to the Company, at a financial institution to be chosen by the Company, in each case in accordance with the Company’s wiring instructions, at least one (1) business day prior to the IPO Closing Date. On the IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior 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 each the Purchaser’s name to such the Purchaser or effect such delivery in book-entry form. (ii) On the date of the closing of the option to purchase additional units, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers and the Company (the “Option Closing Date”, and each Option Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, an aggregate of up to 1,725,000 Private Placement Warrants (or, to the extent the option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to portion of the option that is exercised) (such Private Placement Warrants, “Option Warrants”) at a price of $1.00 per warrant for an aggregate purchase price of up to $1,725,000 (the “Option Purchase Price”). The number of Option Warrants to be purchased by each Purchaser shall be 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 at least one (1) business day prior to the Option Closing Date. On the Option Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in each Purchaser’s name to 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 and the Company (the “IPO Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of 13,500,000 7,333,333 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $13,500,000 11,000,000 (the “Purchase Price”) in the amount set forth opposite such Purchaser’s name in Schedule I hereto). Each The Purchaser shall 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 in the following amounts: (i) $ , to the Company at a financial institution to be chosen by the Company, and (ii) $ to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each case in accordance with the Company’s wiring instructions, at least one (1) business day prior to the IPO Closing Date. On the IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in each the Purchaser’s name to such the Purchaser or effect such delivery in book-entry form. (ii) On the date of the closing of the option to purchase additional units, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers Purchaser and the Company (the “Option Closing Date”, ,” and each Option Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of up to 1,725,000 800,000 Private Placement Warrants Warrants, (or, to the extent the option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the option that is exercised) (such Private Placement Warrants), “Option Warrants”) at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to $1,725,000 1,200,000 (the “Option Purchase Price”). The number of Option Warrants to be purchased by each Purchaser shall be 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 Trust Account at least one (1) business day prior to the Option Closing Date. On the Option Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in each the Purchaser’s name to such the Purchaser or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date that is one (1) business day prior to the date of the consummation of the Public Offering (the “IPO Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of 13,500,000 [ ] Private Placement Warrants at a price of $1.00 [ ] per warrant Private Placement Warrant for an aggregate purchase price of $13,500,000 [ ] (the “Purchase Price”) in the amount set forth opposite such Purchaser’s name in Schedule I hereto). Each The Purchaser shall 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 in the following amounts: (i) $[ ] to the Company at a financial institution to be chosen by the Company and (ii) $[ ] to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each case in accordance with the Company’s wiring instructions, at least one (1) business day prior to the IPO Closing Date. On the IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in each the Purchaser’s name to such Purchaser the Purchaser, or effect such delivery in book-entry form. (iii) On the date that is one (1) business day prior to the date of the closing consummation of the option to purchase additional unitsOver-allotment Option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers Purchaser and the Company (the each such date, an “Option Closing Date”, ,” and each Option Closing Date (if any) and the IPO Closing Date, Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of up to 1,725,000 [ ] Private Placement Warrants (or, to the extent the option to purchase additional units Over-allotment Option is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the option Over-allotment Option that is exercised) (such Private Placement Warrants, “Option Warrants”) at a price of $1.00 [ ] per warrant Private Placement Warrant for an aggregate purchase price of up to $1,725,000 [ ] (the “Option Purchase Price”). The number of Option Warrants to be purchased by each Purchaser shall be 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 Trust Account, at least one (1) business day prior to the Option Closing Date. On the Option Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in each the Purchaser’s name to such the Purchaser or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “IPO Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of 13,500,000 8,000,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $13,500,000 8,000,000 (the “Purchase Price”) in the amount set forth opposite such Purchaser’s name in Schedule I hereto). Each The Purchaser shall 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, consisting of (i) $6,000,000 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 and (ii) $2,000,000 to the Company in accordance with the Company’s wiring instructions, at least one (1) business day prior to the IPO Closing Date. On the IPO Closing Date, subject upon the payment by the Purchaser of the Purchase Price, by wire transfer of immediately available funds to the receipt of funds pursuant to the immediately prior sentenceCompany, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in each the Purchaser’s name to such Purchaser the Purchaser, or effect such delivery in book-entry form. (ii) On the date of the any closing of the option to purchase additional unitsover-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers Purchaser and the Company (each such date, the “Option Over-allotment Closing Date”, and each Option Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of up to 1,725,000 900,000 Private Placement Warrants (or, to the extent the option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to portion of the option that is exercised) (such Private Placement Warrants, “Option Warrants”) at a price of $1.00 per warrant for an aggregate purchase price of up to $1,725,000 900,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Option Over-allotment Purchase Price”). The number of Option Warrants to be purchased by each Purchaser shall be 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 Over-allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Trust Account at least one (1) business day prior to the Option such Over-allotment Closing Date. On the Option Over-allotment Closing Date, subject following the payment by the Purchaser of the Over-allotment Purchase Price by wire transfer of immediately available funds to the receipt trust account, at ▇▇ ▇▇▇▇▇▇ Chase Bank, N.A. (or at another U.S. chartered commercial bank with consolidated assets of funds pursuant $100 billion or more), maintained by Continental Stock Transfer & Trust Company, acting as trustee, in accordance with the Company’s wiring instructions to be provided separately in advance of the immediately prior sentence, the Closing Date. The Company shall, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in each the Purchaser’s name to such Purchaser the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers and the Company (the “IPO Closing Date”), the Company shall issue and sell to the Purchasers, and the Purchasers shall together purchase from the Company, an aggregate of 13,500,000 Company 4,833,333 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $13,500,000 7,250,000 (the “Purchase Price”) in the amount set forth opposite such Purchaser’s name in Schedule I hereto). Each Purchaser The Purchasers shall each pay its their respective portion of the Purchase Price as set forth opposite such Purchaser’s name in Schedule I by wire transfer of immediately available funds in the following amounts: (i) $2,250,000 (including $2,025,000 from the Sponsor and $225,000 from ▇▇. ▇▇▇▇▇▇▇▇▇▇) to the Company, at a financial institution to be chosen by the Company, and (ii) $5,000,000 (including $4,500,000 from the Sponsor and $500,000 from ▇▇. ▇▇▇▇▇▇▇▇▇▇) to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each case in accordance with the Company’s wiring instructions, instructions at least one (1) business day prior to the IPO Closing Date. On the IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchasers on such date duly registered in each Purchaser’s the Purchasers’ name to such Purchaser the Purchasers or effect such delivery in book-entry form. (ii) On the date of the any closing of the option to purchase additional unitsover-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers and the Company (the each such date, an “Option Over-allotment Closing Date”, ,” and each Option Over-allotment Closing Date (if any) and the IPO Closing Date, being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchasers, and the Purchasers shall together purchase from the Company, an aggregate of up to 1,725,000 500,000 Private Placement Warrants (or, to the extent the option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to portion of the option that is exercised) (such Private Placement Warrants, “Option Warrants”) at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to $1,725,000 750,000 (including $675,000 from the Sponsor and $75,000 from ▇▇. ▇▇▇▇▇▇▇▇▇▇) (the “Option Purchase Price”). The number of Option Warrants to be purchased by each Purchaser shall be 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 Trust Account, at least one at (1) business day prior to the Option such Over-allotment Closing Date. On the Option Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in each Purchaser’s the Purchasers’ name to such Purchaser 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 (the “IPO Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of 13,500,000 7,800,000 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $13,500,000 11,700,000 (the “Purchase Price”) in the amount set forth opposite such the Purchaser’s name in Schedule I hereto. Each The Purchaser shall pay its portion of the Purchase Price as set forth opposite such the Purchaser’s name in Schedule I by wire transfer of immediately available funds in accordance with the Company’s wiring instructions, at least one (1) business day prior to the IPO Closing Date. On the IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in each the Purchaser’s name to such the Purchaser or effect such delivery in book-entry form. (ii) On the date of the closing of the option to purchase additional units, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers Purchaser and the Company (the “Option Closing Date”, and each Option Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of up to 1,725,000 800,000 Private Placement Warrants (or, to the extent the option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to portion of the option that is exercised) (such Private Placement Warrants, “Option Warrants”) at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to $1,725,000 1,200,000 (the “Option Purchase Price”). The number of Option Warrants to be purchased by each Purchaser shall be 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 at least one (1) business day prior to the Option Closing Date. On the Option Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in each the Purchaser’s name to 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 (the “IPO Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of 13,500,000 12,200,000 Private Placement Warrants at a price of $1.00 per warrant Private Placement Warrant for an aggregate purchase price of $13,500,000 12,200,000 (the “Purchase Price”) in the amount set forth opposite such Purchaser’s name in Schedule I hereto). Each The Purchaser shall pay its portion of the Purchase Price as set forth opposite such Purchaserin accordance with the Company’s name in Schedule I wiring instructions by wire transfer of immediately available funds in accordance with the following amounts: (i) $[ ] to the Company at a financial institution to be chosen by the Company’s wiring instructions; and (ii) $[ ] to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each case, at least one (1) business day prior to the IPO Closing Date. On the IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior preceding sentence, the CompanyCompany shall, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in each the Purchaser’s name to such the Purchaser or effect such delivery in book-entry form. (ii) On the date of the closing of the option to purchase additional units, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers Purchaser and the Company (the “Option Closing Date”” and, and each Option Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of up to 1,725,000 1,350,000 Private Placement Warrants (or, to the extent the option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the option that is exercised) (such Private Placement Warrants, “Option Warrants”) at a price of $1.00 per warrant Private Placement Warrant for an aggregate purchase price of up to $1,725,000 1,350,000 (the “Option Purchase Price”). The number of Option Warrants to be purchased by each Purchaser shall be 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 wiring instructions by wire transfer of immediately available funds to the Trust Account at least one (1) business day prior to the Option Closing Date. On the Option Closing Date, subject to the receipt of funds pursuant to the immediately prior preceding sentence, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in each the Purchaser’s name to such the Purchaser or effect such delivery in book-entry form. (iii) The Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 2,300,000 Private Placement Warrants (or, to the extent the option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the option that is exercised), at a price of $1.00 per Private Placement Warrant for an aggregate purchase price of up to $2,300,000 (the “Extension Purchase Price”). The Purchaser has the right to extend the period of time the Company will have to complete an initial business combination up to two times and can accelerate the second three-month extension, as further described in the Registration Statement. The Purchaser is obligated to purchase Private Placement Warrants at the Extension Purchase Price in connection with each extension. The Purchaser shall pay the Extension Purchase Price in accordance with the Company’s wiring instructions by wire transfer of immediately available funds to the Trust Account within two (2) business days of the date the Purchaser provides notice that it intends to extend the period of time the Company will have to complete an initial business combination. Subject to the receipt of funds pursuant to the immediately preceding 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.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering (the “IPO Closing Date”)) or on such earlier date as may be mutually agreed by the Purchaser and the Company, the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of 13,500,000 5,600,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $13,500,000 5,600,000 (the “Purchase Price”) in the amount set forth opposite such Purchaser’s name in Schedule I hereto). Each The Purchaser shall 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 in the following amounts: (i) $2,000,000 to the Company at a financial institution to be chosen by the Company, and (ii) $3,600,000 to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each case in accordance with the Company’s wiring instructions, at least one (1) business day prior to the IPO Closing Date. On the IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in each the Purchaser’s name to such the Purchaser or effect such delivery in book-entry form. (ii) On the date of the closing of the option to purchase additional units, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers Purchaser and the Company (the “Option Closing Date”, and each Option Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of up to 1,725,000 540,000 Private Placement Warrants (or, to the extent the option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to portion of the option that is exercised) (such Private Placement Warrants, “Option Warrants”) at a price of $1.00 per warrant for an aggregate purchase price of up to $1,725,000 540,000 (the “Option Purchase Price”). The number of Option Warrants to be purchased by each Purchaser shall be 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 Trust Account, at least one (1) business day prior to the Option Closing Date. On the Option Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in each the Purchaser’s name to such the Purchaser or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “IPO Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of 13,500,000 12,000,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $13,500,000 12,000,000 (the “Purchase Price”) in the amount set forth opposite such Purchaser’s name in Schedule I hereto). Each The Purchaser shall 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 in the following amounts: (i) $2,000,000 to the Company at a financial institution to be chosen by the Company, and (ii) $10,000,000 to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each case in accordance with the Company’s wiring instructions, at least one (1) business day prior to the IPO Closing Date. On the IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in each the Purchaser’s name to such the Purchaser or effect such delivery in book-entry form. (ii) On the date of the closing of the option to purchase additional units, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers Purchaser and the Company (the “Option Closing Date”, and each Option Closing Date (if any) and the IPO Closing Date, a “Over-Allotment Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of up to 1,725,000 1,350,000 Private Placement Warrants (or, to the extent the option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the option that is exercised) (such Private Placement Warrants, “Option Warrants”) at a price of $1.00 per warrant for an aggregate purchase price of up to $1,725,000 1,350,000 (the “Option Over-Allotment Purchase Price”). The number of Option Warrants to be purchased by each Purchaser shall be 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 Over-Allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Trust Account, at least one (1) business day prior to the Option Over-Allotment Closing Date. On the Option 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 each the Purchaser’s name to such the Purchaser or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering (the “IPO Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of 13,500,000 8,250,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $13,500,000 8,250,000 (the “Purchase Price”) in the amount set forth opposite such Purchaser’s name in Schedule I hereto). Each The Purchaser shall pay its portion of the Purchase Price as set forth opposite such Purchaser’s name in Schedule I to the Company by wire transfer of immediately available funds in the following amounts: (i) $1,050,000 to the Company at a financial institution to be chosen by the Company, and (ii) $7,200,000 to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each case in accordance with the Company’s wiring instructions, at least one (1) business day prior to the IPO Closing Date. On the IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in each the Purchaser’s name to such the Purchaser or effect such delivery in book-entry form. (ii) On the date of the any closing of the option to purchase additional unitsover-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers Purchaser and the Company (the each such date, an “Option Over-allotment Closing Date”, and each Option Over-allotment Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of up to 1,725,000 450,000 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 warrant for an aggregate purchase price of up to $1,725,000 450,000 (the “Option Over-allotment Purchase Price”). The number of Option Warrants to be purchased by each Purchaser shall be 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 Over-allotment Purchase Price in accordance with to the Company’s wire instruction Trust Account by wire transfer of immediately available funds in accordance with the Company’s wiring instructions, at least one (1) business day prior to the Option such Over-allotment Closing Date. On the Option Over-allotment Closing Date, subject upon the payment by the Purchaser of the Over-allotment Purchase Price, by wire transfer of immediately available funds 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 each Purchaser’s name to such Purchaser or effect such delivery in book-entry formCompany.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “IPO Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of 13,500,000 6,000,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $13,500,000 6,000,000 (the “Purchase Price”) in the amount set forth opposite such Purchaser’s name in Schedule I hereto). Each The Purchaser shall 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 in the following amounts: (i) $2,000,000 to the Company at a financial institution to be chosen by the Company, and (ii) $4,000,000 to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each case in accordance with the Company’s wiring instructions, at least one (1) business day prior to the IPO Closing Date. On the IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in each the Purchaser’s name to such the Purchaser or effect such delivery in book-entry form. (ii) On the date of the closing of the option to purchase additional units, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers Purchaser and the Company (the “Option Closing Date”, and each Option Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of up to 1,725,000 600,000 Private Placement Warrants (or, to the extent the option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the option that is exercised) (such Private Placement Warrants, “Option Warrants”) at a price of $1.00 per warrant for an aggregate purchase price of up to $1,725,000 600,000 (the “Option Purchase Price”). The number of Option Warrants to be purchased by each Purchaser shall be 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 Trust Account, at least one (1) business day prior to the Option Closing Date. On the Option Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in each the Purchaser’s name to such the Purchaser or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering (or on such earlier time and date as may be mutually agreed by the Purchase and the Company) (the “IPO Initial Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of 13,500,000 8,395,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $13,500,000 8,395,000 (the “Purchase Price”) in the amount set forth opposite such Purchaser’s name in Schedule I hereto). Each The Purchaser shall 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 in the following amounts: (i) $ to the Company at a financial institution to be chosen by the Company, and (ii) $ to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each case in accordance with the Company’s wiring instructions, at least one (1) business day prior to the IPO 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 IPO Initial Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in each the Purchaser’s name to such the Purchaser or effect such delivery in book-entry form. (ii) On the date consummation of the each closing of the option to purchase additional units, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers Purchaser and the Company (the each such date, an “Option Closing Date”, and each Option Closing Date (if any) and the IPO Initial Closing Date, a “Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of up to 1,725,000 900,000 Private Placement Warrants (or, to the extent the option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to portion of the option that is exercised) (such Private Placement Warrants, “Option Warrants”) at a price of $1.00 per warrant for an aggregate purchase price of up to $1,725,000 900,000 (the “Option Purchase Price”). The number of Option Warrants to be purchased by each Purchaser shall be 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 Trust Account, at least one (1) business day prior to the such Option Closing Date; provided, however, that the Option Purchase Price shall be reimbursed to the Purchaser if such Option Closing Date does not occur on the day following such wire payment. On the Option Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in each the Purchaser’s name to such the Purchaser or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering (the “IPO Closing Date”)) or on such earlier date as may be mutually agreed by the Purchaser and the Company, the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of 13,500,000 7,333,333 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $13,500,000 11.000.000 (the “Purchase Price”) in the amount set forth opposite such Purchaser’s name in Schedule I hereto). Each The Purchaser shall 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 in the following amounts: (i) $2,000,000 to the Company at a financial institution to be chosen by the Company, and (ii) $9,000,000 to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each case in accordance with the Company’s wiring instructions, at least one (1) business day prior to the IPO Closing Date. On the IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in each the Purchaser’s name to such the Purchaser or effect such delivery in book-entry form. (ii) On the date of the closing of the option to purchase additional units, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers Purchaser and the Company (the “Option Closing Date”, and each Option Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of up to 1,725,000 900,000 Private Placement Warrants (or, to the extent the option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to portion of the option that is exercised) (such Private Placement Warrants, “Option Warrants”) at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to $1,725,000 1,350,000 (the “Option Purchase Price”). The number of Option Warrants to be purchased by each Purchaser shall be 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 wiring instructions by wire transfer of immediately available funds to the Trust Account, at least one (1) business day prior to the Option Closing Date. On the Option Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in each the Purchaser’s name to such the Purchaser or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “IPO Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of 13,500,000 Company 3,250,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $13,500,000 $3,250,000 (the “Purchase Price”) in the amount set forth opposite such Purchaser’s name in Schedule I hereto). Each The Purchaser shall 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 in the following amounts: (i) $[______] to the Company, at a financial institution to be chosen by the Company, and (ii) $[_______] to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each case in accordance with the Company’s wiring instructions, instructions at least one (1) business day prior to the IPO Closing Date. On the IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in each the Purchaser’s name to such the Purchaser or effect such delivery in book-entry form. (ii) On the date of the any closing of the option to purchase additional unitsover-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers Purchaser and the Company (the each such date, an “Option Over-allotment Closing Date”, ,” and each Option Over-allotment Closing Date (if any) and the IPO Closing Date, being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, an aggregate of transfer up to 1,725,000 Private Placement Warrants $262,500 (or, to if the extent over-allotment option in connection with the option to purchase additional units Public Offering is not exercised in full, a lesser number of Private Placement Warrants in proportion ) from the financial institution chosen by it to portion of the option that is exercised) (such Private Placement Warrants, “Option Warrants”) at a price of $1.00 per warrant for an aggregate purchase price of up to $1,725,000 (the “Option Purchase Price”). The number of Option Warrants to be purchased by each Purchaser shall be 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 Trust Account at least one at (1) business day prior to the Option such Over-allotment Closing Date. On the Option Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in each Purchaser’s name to 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 and the Company (the “IPO Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of 13,500,000 8,00,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $13,500,000 8,000,000 (the “Purchase Price”) in the amount set forth opposite such Purchaser’s name in Schedule I hereto). Each The Purchaser shall 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 in the following amounts: (i) to the Company, at a financial institution to be chosen by the Company, and (ii) $ to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each case in accordance with the Company’s wiring instructions, at least one (1) business day prior to the IPO Closing Date. On the IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in each the Purchaser’s name to such the Purchaser or effect such delivery in book-entry form. (ii) On the date of the closing of the option to purchase additional units, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers Purchaser and the Company (the “Option Closing Date”, and each Option Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of up to 1,725,000 900,000 Private Placement Warrants (or, to the extent the option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the option that is exercised) (such Private Placement Warrants, “Option Warrants”) at a price of $1.00 per warrant for an aggregate purchase price of up to $1,725,000 900,000 (the “Option Purchase Price”). The number of Option Warrants to be purchased by each Purchaser shall be 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 Trust Account, at least one (1) business day prior to the Option Closing Date. On the Option Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in each the Purchaser’s name to such the Purchaser or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “IPO Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of 13,500,000 7,333,333 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $13,500,000 11,000,000 (the “Purchase Price”) in the amount set forth opposite such Purchaser’s name in Schedule I hereto). Each The Purchaser shall 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 in the following amounts: (i) $3,000,000 to the Company at a financial institution to be chosen by the Company, and (ii) $ 8,000,000 to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each case in accordance with the Company’s wiring instructions, at least one (1) business day prior to the IPO Closing Date. On the IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in each the Purchaser’s name to such the Purchaser or effect such delivery in book-entry form. (ii) On the date of the closing of the option to purchase additional units, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers Purchaser and the Company (the “Option Closing Date”, ,” and each Option Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of up to 1,725,000 800,000 Private Placement Warrants Warrants, (or, to the extent the option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the option that is exercised) (such Private Placement Warrants), “Option Warrants”) at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to $1,725,000 1,200,000 (the “Option Purchase Price”). The number of Option Warrants to be purchased by each Purchaser shall be 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 Trust Account at least one (1) business day prior to the Option Closing Date. On the Option Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in each the Purchaser’s name to such the Purchaser or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “IPO Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of 13,500,000 10,000,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $13,500,000 10,000,000 (the “Purchase Price”) in the amount set forth opposite such Purchaser’s name in Schedule I hereto). Each The Purchaser shall 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 in the following amounts: (i) $2,000,000 to the Company at a financial institution to be chosen by the Company, and (ii) $7,000,000 to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each case in accordance with the Company’s wiring instructions, at least one (1) business day prior to the IPO Closing Date. On the IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in each the Purchaser’s name to such the Purchaser or effect such delivery in book-entry form. (ii) On the date of the closing of the option to purchase additional units, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers Purchaser and the Company (the “Option Closing Date”, and each Option Closing Date (if any) and the IPO Closing Date, a “Over-Allotment Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of up to 1,725,000 1,050,000 Private Placement Warrants (or, to the extent the option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the option that is exercised) (such Private Placement Warrants, “Option Warrants”) at a price of $1.00 per warrant for an aggregate purchase price of up to $1,725,000 1,050,000 (the “Option Over-Allotment Purchase Price”). The number of Option Warrants to be purchased by each Purchaser shall be 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 Over-Allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Trust Account, at least one (1) business day prior to the Option Over-Allotment Closing Date. On the Option 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 each the Purchaser’s name to such the Purchaser or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “IPO Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of 13,500,000 8,000,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $13,500,000 8,000,000 (the “Purchase Price”) in the amount set forth opposite such Purchaser’s name in Schedule I hereto). Each The Purchaser shall 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 in the following amounts: (i) $2,000,000 to the Company at a financial institution to be chosen by the Company, and (ii) $6,000,000 to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each case in accordance with the Company’s wiring instructions, at least one (1) business day prior to the IPO Closing Date. On the IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in each the Purchaser’s name to such the Purchaser or effect such delivery in book-entry form. (ii) On the date of the closing of the option to purchase additional units, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers Purchaser and the Company (the “Option Closing Date”, and each Option Closing Date (if any) and the IPO Closing Date, a “Over-Allotment Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of up to 1,725,000 900,000 Private Placement Warrants (or, to the extent the option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the option that is exercised) (such Private Placement Warrants, “Option Warrants”) at a price of $1.00 per warrant for an aggregate purchase price of up to $1,725,000 $ (the “Option Over-Allotment Purchase Price”). The number of Option Warrants to be purchased by each Purchaser shall be 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 Over-Allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Trust Account, at least one (1) business day prior to the Over-Allotment Closing Date. On the 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 date that is 18 months from the IPO Closing Date (the “Option Closing Date” and each Over-allotment Closing Date and Option Closing Date, together with the IPO Closing Date, the “Closing Dates”) the Company shall issue and sell to the Purchaser, its affiliates or permitted designees (the “Option Purchaser”) and the Option Purchaser shall purchase from the Company, an additional 2,000,000, or up to 2,300,000 if the over-allotment option in connection with the Public Offering is exercised in full (such number of warrants, pro rata to the extent to which the over-allotment option in connection with the Public Offering is exercised), Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $2,000,000, or up to $2,300,000 if the over-allotment option in connection with the Public Offering is exercised in full (such purchase price, pro rata to the extent to which the over-allotment option in connection with the Public Offering is exercised, and in any event $0.10 per Class A Ordinary Share sold in the Public Offering) (the “Option Purchase Price”).The Option Purchaser shall pay the Option Purchase Price in accordance with the Company's wire instruction by wire transfer of immediately available funds to the Trust Account at least one (1) business day prior to the Option Closing Date. On the Option Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Option Purchaser on such date duly registered in each the Option Purchaser’s 's name or names to such Purchaser the Option Purchaser, or effect such delivery in book-entry form. (iv) In the event that the Company receives a request from the Sponsor, its affiliates or permitted designees five days prior to the Initial Deadline to effect an extension thereof, the Company shall issue a press release announcing such extension at least three days prior to the Initial Deadline. In addition, the Company shall issue a press release the day after the Initial Deadline announcing whether or not the proceeds from the sale of the Private Placement Warrants as contemplated under Section 1(B)(iii) hereof had been timely deposited into the Trust Account.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering (the “IPO Closing Date”)) or on such earlier date as may be mutually agreed by the Purchaser and the Company, the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of 13,500,000 4,000,000 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $13,500,000 6,000,000 (the “Purchase Price”) in the amount set forth opposite such Purchaser’s name in Schedule I hereto). Each The Purchaser shall 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 in the following amounts: (i) $2,000,000 to the Company at a financial institution to be chosen by the Company, and (ii) $4,000,000 to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each case in accordance with the Company’s wiring instructions, at least one (1) business day prior to the IPO Closing Date. On the IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in each the Purchaser’s name to such the Purchaser or effect such delivery in book-entry form. (ii) On the date of the closing of the option to purchase additional units, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers Purchaser and the Company (the “Option Closing Date”, and each Option Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of up to 1,725,000 400,000 Private Placement Warrants (or, to the extent the option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to portion of the option that is exercised) (such Private Placement Warrants, “Option Warrants”) at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to $1,725,000 600,000 (the “Option Purchase Price”). The number of Option Warrants to be purchased by each Purchaser shall be 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 wiring instructions by wire transfer of immediately available funds to the Trust Account, at least one (1) business day prior to the Option Closing Date. On the Option Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in each the Purchaser’s name to such the Purchaser or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “IPO Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of 13,500,000 5,666,667 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $13,500,000 8,500,000 (the “Purchase Price”) in the amount set forth opposite such Purchaser’s name in Schedule I hereto). Each The Purchaser shall 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 in the following amounts: (i) $2,500,000 to the Company, at a financial institution to be chosen by the Company, and (ii) $6,000,000 to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each case in accordance with the Company’s wiring instructions, instructions at least one (1) business day prior to the IPO Closing Date. On the IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in each the Purchaser’s name to such the Purchaser or effect such delivery in book-entry form. (ii) On the date of the any closing of the option to purchase additional unitsover-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers Purchaser and the Company (the each such date, an “Option Over-allotment Closing Date”, ,” and each Option Over-allotment Closing Date (if any) and the IPO Closing Date, being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, up to an aggregate of up to 1,725,000 600,000 Private Placement Warrants (orWarrants, to in the extent same proportion as the option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to portion amount of the option that is then so exercised) (such Private Placement Warrants, “Option Warrants”) at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to $1,725,000 900,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Option Over-allotment Purchase Price”). The number of Option Warrants to be purchased by each Purchaser shall be 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 Over-allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Trust Account at least one (1) business day prior to the Option such Over-allotment Closing Date. On the Option Over-allotment Closing Date, subject upon the payment by the Purchaser of the Over-allotment Purchase Price by wire transfer of immediately available funds to the receipt of funds pursuant to the immediately prior sentenceCompany, the Company shallCompany, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in each the Purchaser’s name to such Purchaser the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering (the “IPO Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of 13,500,000 8,200,000 Private Placement Warrants at a price of $1.00 per warrant Private Placement Warrant for an aggregate purchase price of $13,500,000 8,200,000 (the “Purchase Price”) in the amount set forth opposite such Purchaser’s name in Schedule I hereto). Each The Purchaser shall pay its portion of the Purchase Price as set forth opposite such Purchaserin accordance with the Company’s name in Schedule I wiring instructions by wire transfer of immediately available funds in accordance with the following amounts: (i) $[ ] to the Company at a financial institution to be chosen by the Company’s wiring instructions; and (ii) $[ ] to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each case, at least one (1) business day prior to the IPO Closing Date. On the IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior preceding sentence, the CompanyCompany shall, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in each the Purchaser’s name to such the Purchaser or effect such delivery in book-entry form. (ii) On the date of the closing of the option to purchase additional units, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers Purchaser and the Company (the “Option Closing Date”” and, and each Option Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of up to 1,725,000 750,000 Private Placement Warrants (or, to the extent the option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the option that is exercised) (such Private Placement Warrants, “Option Warrants”) at a price of $1.00 per warrant Private Placement Warrant for an aggregate purchase price of up to $1,725,000 750,000 (the “Option Purchase Price”). The number of Option Warrants to be purchased by each Purchaser shall be 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 wiring instructions by wire transfer of immediately available funds to the Trust Account at least one (1) business day prior to the Option Closing Date. On the Option Closing Date, subject to the receipt of funds pursuant to the immediately prior preceding sentence, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in each the Purchaser’s name to such the Purchaser or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “IPO Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of 13,500,000 4,333,333 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $13,500,000 6,499,999.50 (the “Purchase Price”) in the amount set forth opposite such Purchaser’s name in Schedule I hereto). Each The Purchaser shall 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 in accordance with the Company’s wiring instructionspay, at least one (1) business day prior to the IPO Closing Date, the Purchase Price by wire transfer of immediately available funds, 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) $1,499,999.50 to, or on behalf of, the Company in accordance with the Company’s wiring instructions. On the IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in each the Purchaser’s name to such the Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the option to purchase additional units, if anyany over-allotment option, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers Purchaser and the Company (the an “Option Over-allotment Closing Date”, ,” and each Option Over-allotment Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of up to 1,725,000 400,000 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 then exercised) (such Private Placement Warrants, “Option Warrants”) at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to $1,725,000 600,000 (if the over-allotment option is exercised in full) (the “Option Over-allotment Purchase Price”). The number of Option Warrants to be purchased by each Purchaser shall be 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 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 Option Over-allotment Closing Date. On the Option 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 Closing Date duly registered in each the Purchaser’s name to such the Purchaser or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “IPO Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of 13,500,000 9,000,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $13,500,000 9,000,000 (the “Purchase Price”) in the amount set forth opposite such Purchaser’s name in Schedule I hereto). Each The Purchaser shall 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 in the following amounts: (i) $2,000,000 to the Company at a financial institution to be chosen by the Company, and (ii) $7,000,000 to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each case in accordance with the Company’s wiring instructions, at least one (1) business day prior to the IPO Closing Date. On the IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in each the Purchaser’s name to such the Purchaser or effect such delivery in book-entry form. (ii) On the date of the closing of the option to purchase additional units, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers Purchaser and the Company (the “Option Closing Date”, and each Option Closing Date (if any) and the IPO Closing Date, a “Over-Allotment Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of up to 1,725,000 900,000 Private Placement Warrants (or, to the extent the option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the option that is exercised) (such Private Placement Warrants, “Option Warrants”) at a price of $1.00 per warrant for an aggregate purchase price of up to $1,725,000 900,000 (the “Option Over-Allotment Purchase Price”). The number of Option Warrants to be purchased by each Purchaser shall be 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 Over-Allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Trust Account, at least one (1) business day prior to the Option Over-Allotment Closing Date. On the Option 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 each the Purchaser’s name to such the Purchaser or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date that is one (1) business day prior to the date of the consummation of the Public Offering (the “IPO Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of 13,500,000 [ ] Private Placement Warrants at a price of $1.00 per warrant Private Placement Warrant for an aggregate purchase price of $13,500,000 [ ] (the “Purchase Price”) in the amount set forth opposite such Purchaser’s name in Schedule I hereto). Each The Purchaser shall 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 in the following amounts: (i) $[ ] to the Company at a financial institution to be chosen by the Company and (ii) $[ ] to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each case in accordance with the Company’s wiring instructions, at least one (1) business day prior to the IPO Closing Date. On the IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in each the Purchaser’s name to such Purchaser the Purchaser, or effect such delivery in book-entry form. (iii) On the date that is one (1) business day prior to the date of the closing consummation of the option to purchase additional unitsOver-allotment Option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers Purchaser and the Company (the each such date, an “Option Closing Date”, ,” and each Option Closing Date (if any) and the IPO Closing Date, Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of up to 1,725,000 [ ] Private Placement Warrants (or, to the extent the option to purchase additional units Over-allotment Option is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the option Over-allotment Option that is exercised) (such Private Placement Warrants, “Option Warrants”) at a price of $1.00 per warrant Private Placement Warrant for an aggregate purchase price of up to $1,725,000 [ ] (the “Option Purchase Price”). The number of Option Warrants to be purchased by each Purchaser shall be 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 Trust Account, at least one (1) business day prior to the Option Closing Date. On the Option Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in each the Purchaser’s name to such the Purchaser or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “IPO Initial Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of 13,500,000 [7,333,333] Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $13,500,000 [11,000,000] (the “Purchase Price”) in the amount set forth opposite such Purchaser’s name in Schedule I hereto. Each Purchaser ), which shall pay its portion of the Purchase Price as set forth opposite such Purchaser’s name in Schedule I be paid by wire transfer of immediately available funds in the following amounts: (i) $[3,000,000] to the Company, at a financial institution to be chosen by the Company, and (ii) $[8,000,000] to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each case in accordance with the Company’s wiring instructions, instructions at least one (1) business day prior to the IPO 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 IPO Initial Closing Date, subject following the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds to the receipt of funds pursuant to the immediately prior sentenceCompany, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in each the Purchaser’s name to such Purchaser the Purchaser, or effect such delivery in book-entry form. (ii) On the date of the consummation of each closing (if any) 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 Purchasers Purchaser and the Company (the each such date, an “Option Over-allotment Closing Date”, and and, each Option Over-allotment Closing Date (if any) and together with the IPO Initial Closing Date, being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of up to 1,725,000 Private Placement Warrants (or, to the extent the option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to portion of the option that is exercised) (such 800,000 Private Placement Warrants, “Option Warrants”) in the same proportion as the amount of the over-allotment option that is then so exercised, at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to $1,725,000 1,200,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Option Over-allotment Purchase Price”). The number of Option Warrants to be purchased by each Purchaser , which shall be 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 paid by wire transfer of immediately available funds to the Company at least one (1) business day prior to such Over-allotment Closing Date in accordance with the Option Company’s wiring instructions; provided, however, that the Over-allotment Purchase Price shall be reimbursed to the Purchaser if such Over-allotment Closing DateDate does not occur on the day following such wire payment. On the Option Over-allotment Closing Date, subject following the payment by the Purchaser of the Over-allotment Purchase Price by wire transfer of immediately available funds to the receipt of funds pursuant to the immediately prior sentenceCompany, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in each the Purchaser’s name to such Purchaser the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering (the “IPO Closing Date”), the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, an aggregate of 13,500,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $13,500,000 (the “Purchase Price”) in the amount set forth opposite such Purchaser’s name in Schedule I hereto. Each Purchaser shall 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 in accordance concurrently with the Company’s wiring instructionsconsummation thereof, at least one (1) business day prior to the IPO Closing Date. On the IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in each Purchaser’s name to such Purchaser or effect such delivery in book-entry form. (ii) On the date of the closing of the option to purchase additional units, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers Purchaser and the Company (the “Option Initial Closing Date”), the Company shall issue and sell to the Purchaser, and each Option the Purchaser shall purchase from the Company, 4,666,667 Private Placement Warrants at a price of $1.50 per warrant for an aggregate purchase price of $7,000,000 (or up to 5,1666,667 warrants if the Underwriters’ option to purchase additional units in connection with the Company’s initial public offering is exercised in full for an aggregate purchase price of $7,750,000) (the “Purchase Price”). The Purchase Price 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 date of effectiveness of the registration statement on Form S-1 (File No. 333-254527) filed in connection with the Public Offering. On the Initial Closing Date (if any) Date, the Company, shall either, at its option, 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. On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering, and concurrently with the consummation thereof, or on such earlier time and date as may be mutually agreed by the Purchaser and the IPO Company (each such date, an “Over-allotment Closing Date”; together with the Initial Closing Date, the “Closing Dates” and each, a “Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, up to an aggregate of up to 1,725,000 500,000 Private Placement Warrants (orWarrants, to in the extent same proportion as the option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to portion amount of the over-allotment option that is exercised) (such Private Placement Warrants, “Option Warrants”) at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to $1,725,000 750,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Option Over-allotment Purchase Price”). The number of Option Warrants to be purchased by each Purchaser , which shall be 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 paid by wire transfer of immediately available funds at least one (1) business day prior to the Option Closing DateCompany in accordance with the Company’s wiring instructions. On the Option Over-allotment Closing Date, subject upon the payment by the Purchaser of the Over-allotment Purchase Price payable by it by wire transfer of immediately available funds to the receipt of funds pursuant to the immediately prior sentenceCompany, the Company shallshall either, at its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in each the Purchaser’s name to such Purchaser the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “IPO Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of 13,500,000 Company 8,000,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $13,500,000 8,000,000 (the “Purchase Price”) in the amount set forth opposite such Purchaser’s name in Schedule I hereto). Each The Purchaser shall 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 in the following amounts: (i) $2,000,000 to the Company, at a financial institution to be chosen by the Company, and (ii) $6,000,000 to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each case in accordance with the Company’s wiring instructions, instructions at least one (1) business day prior to the IPO Closing Date. On the IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in each the Purchaser’s name to such the Purchaser or effect such delivery in book-entry form. (ii) On the date of the any closing of the option to purchase additional unitsover-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers Purchaser and the Company (the each such date, an “Option Over-allotment Closing Date”, ,” and each Option Over-allotment Closing Date (if any) and the IPO Closing Date, being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of up to 1,725,000 900,000 Private Placement Warrants (or, to the extent the option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to portion of the option that is exercised) (such Private Placement Warrants, “Option Warrants”) at a price of $1.00 per warrant for an aggregate purchase price of up to $1,725,000 900,000 (the “Option Purchase Price”). The number of Option Warrants to be purchased by each Purchaser shall be 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 Trust Account, at least one at (1) business day prior to the Option such Over-allotment Closing Date. On the Option 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 each the Purchaser’s name to such the Purchaser or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “IPO Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of 13,500,000 Company 4,666,667 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $13,500,000 7,000,000 (the “Purchase Price”) in the amount set forth opposite such Purchaser’s name in Schedule I hereto). Each The Purchaser shall 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 in the following amounts: (i) $2,000,000 to the Company, at a financial institution to be chosen by the Company, and (ii) $5,000,000 to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each case in accordance with the Company’s wiring instructions, instructions at least one (1) business day prior to the IPO Closing Date. On the IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in each the Purchaser’s name to such the Purchaser or effect such delivery in book-entry form. (ii) On the date of the any closing of the option to purchase additional unitsover-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers Purchaser and the Company (the each such date, an “Option Over-allotment Closing Date”, ,” and each Option Over-allotment Closing Date (if any) and the IPO Closing Date, being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, an aggregate of transfer up to 1,725,000 Private Placement Warrants $750,000 (or, to if the extent over-allotment option in connection with the option to purchase additional units Public Offering is not exercised in full, a lesser number of Private Placement Warrants in proportion ) from the financial institution chosen by it to portion of the option that is exercised) (such Private Placement Warrants, “Option Warrants”) at a price of $1.00 per warrant for an aggregate purchase price of up to $1,725,000 (the “Option Purchase Price”). The number of Option Warrants to be purchased by each Purchaser shall be 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 Trust Account at least one at (1) business day prior to the Option such Over-allotment Closing Date. On the Option Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in each Purchaser’s name to 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 (the “IPO Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from purchase, the Company, an aggregate of 13,500,000 Private Placement Warrants at a price of $1.00 per warrant Private Placement Warrant for an aggregate purchase price of $13,500,000 [------] (the “Purchase Price”) in the amount set forth opposite such Purchaser’s name in Schedule I hereto). Each The Purchaser shall 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 in the following amounts: (a) $[----------] to or on behalf of the Company at a financial institution to be chosen by the Company; and (b) $[-------] to the trust account maintained by [------------], 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; provided, however, that if underwriters of the Public Offering exercise their option to purchase additional units, in whole or in part, the amount in clause (b) shall instead be equal to [--]% of the gross proceeds of the Public Offering, including such option, and the amount in clause (a) shall instead be equal to the difference between (x) $[---------] and (y) [--]% of the gross proceeds of the Public Offering. On the IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in each the Purchaser’s name to such the Purchaser or effect such delivery in book-entry form. (ii) On the date of the closing of the option to purchase additional units, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers Purchaser and the Company (the “Option Closing Date”, and each Option Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of up to 1,725,000 [------] Private Placement Warrants (or, to the extent the option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to portion of the option that is exercised) (such Private Placement Warrants, “Option Warrants”) at a price of $1.00 per warrant Private Placement Warrant for an aggregate purchase price of up to $1,725,000 [-----] (the “Option Purchase Price”). The number of Option Warrants to be purchased by each Purchaser shall be 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 Trust Account, at least one (1) business day prior to the Option Closing Date. On the Option Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in each the Purchaser’s name to such the Purchaser or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “IPO Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of 13,500,000 3,933,333 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $13,500,000 5,900,000 (the “Purchase Price”) in the amount set forth opposite such Purchaser’s name in Schedule I hereto). Each The Purchaser shall 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 in accordance with the Company’s wiring instructionspay, at least one (1) business day prior to the IPO Closing Date, the Purchase Price by wire transfer of immediately available funds, consisting of (i) $4,150,000 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) $1,750,000 to, or on behalf of, the Company in accordance with the Company’s wiring instructions. On the IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in each the Purchaser’s name to such the Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the option to purchase additional units, if anyany over-allotment option, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers Purchaser and the Company (the an “Option Over-allotment Closing Date”, ,” and each Option Over-allotment Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of up to 1,725,000 300,000 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 then exercised) (such Private Placement Warrants, “Option Warrants”) at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to $1,725,000 450,000 (if the over-allotment option is exercised in full) (the “Option Over-allotment Purchase Price”). The number of Option Warrants to be purchased by each Purchaser shall be 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 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 Option Over-allotment Closing Date. On the Option 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 Closing Date duly registered in each the Purchaser’s name to such the Purchaser or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering (the “IPO Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of 13,500,000 5,700,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $13,500,000 5,700,000 (the “Purchase Price”) in the amount set forth opposite such Purchaser’s name in Schedule I hereto). Each The Purchaser shall pay its portion of the Purchase Price as set forth opposite such Purchaserin accordance with the Company’s name in Schedule I wiring instructions by wire transfer of immediately available funds in accordance with the following amounts: (i) $3,000,000 to the Company at a financial institution to be chosen by the Company’s wiring instructions; and (ii) $2,700,000 to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each case, at least one (1) business day prior to the IPO Closing Date. On the IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior preceding sentence, the CompanyCompany shall, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in each the Purchaser’s name to such the Purchaser or effect such delivery in book-entry form. (ii) On the date of the closing of the option to purchase additional units, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers Purchaser and the Company (the “Option Closing Date”” and, and each Option Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of up to 1,725,000 405,000 Private Placement Warrants (or, to the extent the option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the option that is exercised) (such Private Placement Warrants, “Option Warrants”) at a price of $1.00 per warrant for an aggregate purchase price of up to $1,725,000 405,000 (the “Option Purchase Price”). The number of Option Warrants to be purchased by each Purchaser shall be 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 wiring instructions by wire transfer of immediately available funds to the Trust Account at least one (1) business day prior to the Option Closing Date. On the Option Closing Date, subject to the receipt of funds pursuant to the immediately prior preceding sentence, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in each the Purchaser’s name to such the Purchaser or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “IPO Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of 13,500,000 12,000,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $13,500,000 12,000,000 (the “Purchase Price”) in the amount set forth opposite such Purchaser’s name in Schedule I hereto). Each The Purchaser shall 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 in the following amounts: (i) $2,000,000 to the Company, at a financial institution to be chosen by the Company, and (ii) $10,000,000 to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each case in accordance with the Company’s wiring instructions, instructions at least one (1) business day prior to the IPO Closing Date. On the IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in each the Purchaser’s name to such the Purchaser or effect such delivery in book-entry form. (ii) On the date of the any closing of the option to purchase additional unitsover-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers Purchaser and the Company (the each such date, an “Option Over-allotment Closing Date”, ,” and each Option Over-allotment Closing Date (if any) and the IPO Closing Date, being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, up to an aggregate of up to 1,725,000 1,500,000 Private Placement Warrants (orWarrants, to in the extent same proportion as the option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to portion amount of the option that is then so exercised) (such Private Placement Warrants, “Option Warrants”) at a price of $1.00 per warrant for an aggregate purchase price of up to $1,725,000 1,500,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Option Over-allotment Purchase Price”). The number of Option Warrants to be purchased by each Purchaser shall be based upon the same percentage Each 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 Over-allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Trust Account at least one (1) business day prior to the Option such Over-allotment Closing Date. On the Option Over-allotment Closing Date, subject following the payment by the Purchaser of the Over-allotment Purchase Price by wire transfer of immediately available funds to the receipt of funds pursuant to the immediately prior sentenceCompany, the Company shallCompany, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in each the Purchaser’s name to such Purchaser the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “IPO Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of 13,500,000 5,333,333 Private Placement Warrants at a price of $1.00 1.50 per warrant for an aggregate purchase price of $13,500,000 8,000,000 (the “Purchase Price”) in the amount set forth opposite such Purchaser’s name in Schedule I hereto). Each The Purchaser shall 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 in the following amounts: (i) $1,000,000 to the Company at a financial institution to be chosen by the Company, and (ii) $7,000,000 to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each case in accordance with the Company’s wiring instructions, at least one (1) business day prior to the IPO Closing Date. On the IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in each the Purchaser’s name to such the Purchaser or effect such delivery in book-entry form. (ii) On the date of the closing of the option to purchase additional units, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers Purchaser and the Company (the “Option Closing Date”, and each Option Closing Date (if any) and the IPO Closing Date, a “Over-Allotment Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of up to 1,725,000 500,000 Private Placement Warrants (or, to the extent the option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the option that is exercised) (such Private Placement Warrants, “Option Warrants”) at a price of $1.00 1.50 per warrant for an aggregate purchase price of up to $1,725,000 750,000 (the “Option Over-Allotment Purchase Price”). The number of Option Warrants to be purchased by each Purchaser shall be 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 Over-Allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Trust Account, at least one (1) business day prior to the Option Over-Allotment Closing Date. On the Option 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 each the Purchaser’s name to such the Purchaser or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “IPO Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of 13,500,000 Company 2,715,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $13,500,000 2,715,000 (the “Purchase Price”) in the amount set forth opposite such Purchaser’s name in Schedule I hereto). Each The Purchaser shall 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 in the following amounts: (i) $[______] to the Company, at a financial institution to be chosen by the Company, and (ii) $[_______] to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each case in accordance with the Company’s wiring instructions, instructions at least one (1) business day prior to the IPO Closing Date. On the IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in each the Purchaser’s name to such the Purchaser or effect such delivery in book-entry form. (ii) On the date of the any closing of the option to purchase additional unitsover-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers Purchaser and the Company (the each such date, an “Option Over-allotment Closing Date”, ,” and each Option Over-allotment Closing Date (if any) and the IPO Closing Date, being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, an aggregate of transfer up to 1,725,000 Private Placement Warrants $150,000 (or, to if the extent over-allotment option in connection with the option to purchase additional units Public Offering is not exercised in full, a lesser number of Private Placement Warrants in proportion ) from the financial institution chosen by it to portion of the option that is exercised) (such Private Placement Warrants, “Option Warrants”) at a price of $1.00 per warrant for an aggregate purchase price of up to $1,725,000 (the “Option Purchase Price”). The number of Option Warrants to be purchased by each Purchaser shall be 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 Trust Account at least one at (1) business day prior to the Option such Over-allotment Closing Date. On the Option Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in each Purchaser’s name to 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 and the Company (the “IPO Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of 13,500,000 10,000,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $13,500,000 10,000,000 (the “Purchase Price”) in the amount set forth opposite such Purchaser’s name in Schedule I hereto). Each The Purchaser shall 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 in the following amounts: (i) $2,000,000 to the Company, at a financial institution to be chosen by the Company, and (ii) $8,000,000 to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each case in accordance with the Company’s wiring instructions, instructions at least one (1) business day prior to the IPO Closing Date. On the IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in each the Purchaser’s name to such the Purchaser or effect such delivery in book-entry form. (ii) On the date of the any closing of the option to purchase additional unitsover-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers Purchaser and the Company (the each such date, an “Option Over-allotment Closing Date”, ,” and each Option Over-allotment Closing Date (if any) and the IPO Closing Date, being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, up to an aggregate of up to 1,725,000 1,200,000 Private Placement Warrants (orWarrants, to in the extent same proportion as the option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to portion amount of the option that is then so exercised) (such Private Placement Warrants, “Option Warrants”) at a price of $1.00 per warrant for an aggregate purchase price of up to $1,725,000 1,200,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Option Over-allotment Purchase Price”). The number of Option Warrants to be purchased by each Purchaser shall be based upon the same percentage Each 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 Over-allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Trust Account at least one (1) business day prior to the Option such Over-allotment Closing Date. On the Option Over-allotment Closing Date, subject following the payment by the Purchaser of the Over-allotment Purchase Price by wire transfer of immediately available funds to the receipt of funds pursuant to the immediately prior sentenceCompany, the Company shallCompany, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in each the Purchaser’s name to such Purchaser the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering (the “IPO Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of 13,500,000 13,600,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $13,500,000 13,600,000 (the “Purchase Price”) in the amount set forth opposite such Purchaser’s name in Schedule I hereto). Each The Purchaser shall pay its portion of the Purchase Price as set forth opposite such Purchaserin accordance with the Company’s name in Schedule I wiring instructions by wire transfer of immediately available funds in accordance with the following amounts: (i) $7,600,000 to the Company at a financial institution to be chosen by the Company’s wiring instructions; and (ii) $6,000,000 to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each case, at least one (1) business day prior to the IPO Closing Date. On the IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior preceding sentence, the CompanyCompany shall, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in each the Purchaser’s name to such the Purchaser or effect such delivery in book-entry form. (ii) On the date of the closing of the option to purchase additional units, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers Purchaser and the Company (the “Option Closing Date”” and, and each Option Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of up to 1,725,000 1,800,000 Private Placement Warrants (or, to the extent the option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the option that is exercised) (such Private Placement Warrants, “Option Warrants”) at a price of $1.00 per warrant for an aggregate purchase price of up to $1,725,000 1,800,000 (the “Option Purchase Price”). The number of Option Warrants to be purchased by each Purchaser shall be 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 wiring instructions by wire transfer of immediately available funds to the Trust Account at least one (1) business day prior to the Option Closing Date. On the Option Closing Date, subject to the receipt of funds pursuant to the immediately prior preceding sentence, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in each the Purchaser’s name to such the Purchaser or effect such delivery in book-entry form.