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

Purchase and Sale of the Sponsor Warrants. (i) At least one business day prior to the consummation of the Public Offering (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,333,334 Sponsor Warrants at a price of $1.50 per warrant for an aggregate purchase price of $9,500,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and, each Over-allotment Closing Date (if any) together with the Initial Closing Date, being sometimes referred to herein as a “Closing Date,” or the “Closing Dates”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 750,000 Sponsor Warrants at a price of $1.50 per warrant for an aggregate purchase price of up to $1,125,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company, the Company shall, at its option, deliver a certificate evidencing the Sponsor 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 Sponsor Warrants. (i) At least one business day prior to the consummation of the Public Offering (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,333,334 5,000,000 Sponsor Warrants at a price of $1.50 2.00 per warrant for an aggregate purchase price of $9,500,000 10,000,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and, each Over-allotment Closing Date (if any) together with the Initial Closing Date, being sometimes referred to herein as a “Closing Date,” or the “Closing Dates”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 750,000 600,000 Sponsor Warrants at a price of $1.50 2.00 per warrant for an aggregate purchase price of up to $1,125,000 1,200,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company, the Company shall, at its option, deliver a certificate evidencing the Sponsor 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 Sponsor Warrants. (i) At least one business day prior to On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,333,334 4,666,667 Sponsor Warrants at a price of $1.50 per warrant for an aggregate purchase price of $9,500,000 7,000,000 (the “Purchase Price”), which shall be paid 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. On the Initial Closing Date, upon following the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the any closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and, ,” and each Over-allotment Closing Date (if any) together with and the Initial Closing Date, Date being sometimes referred to herein as a “Closing Date,” or the “Closing Dates”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 750,000 an aggregate of 500,000 Sponsor Warrants Warrants, in the same proportion as the amount of the option that is then so exercised, at a price of $1.50 per warrant for an aggregate purchase price of up to $1,125,000 750,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company at least one day prior to such Over-allotment Closing Date in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon following the payment by the Purchaser of the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company, the Company shallCompany, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Sponsor Warrants. (i) At least one business day prior to On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,333,334 20,000,000 Sponsor Warrants at a price of $1.50 0.50 per warrant for an aggregate purchase price of $9,500,000 10,000,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an the “Over-allotment Closing Date”, and, each Over-allotment Closing Date (if any) and together with the Initial Closing Date, being sometimes referred to herein as a “Closing Date,” or the “Closing Dates”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 750,000 2,400,000 Sponsor Warrants at a price of $1.50 0.50 per warrant for an aggregate purchase price of up to $1,125,000 1,200,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company, the Company shall, at its option, deliver a certificate evidencing the Sponsor Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form.

Purchase and Sale of the Sponsor Warrants. (i) At As payment in full for the 4,666,667 Sponsor Warrants being purchased under this Agreement, Purchaser shall pay $7,000,000 (the “Purchase Price”), by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the trust account (the “Trust Account”) at a financial institution to be chosen by the Company, maintained by American Stock Transfer & Trust Company, LLC, acting as trustee, or into an escrow account maintained by Ellenoff ▇▇▇▇▇▇▇▇ & Schole LLP (“EG&S”), counsel for the Company, at least one (1) business day prior to the consummation date of effectiveness of the Registration Statement. (ii) In the event that the over-allotment option is exercised in full or in part, Purchaser shall purchase up to an additional 500,000 Sponsor Warrants (the “Additional Sponsor Warrants”), in the same proportion as the amount of the over-allotment option that is exercised, and simultaneously with such purchase of Additional Sponsor Warrants, as payment in full for the Additional Sponsor Warrants being purchased hereunder, and at least one (1) business day prior to the closing of all or any portion of the over-allotment option, Purchaser shall pay $1.50 per Additional Sponsor Warrant, up to an aggregate amount of $750,000, by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the Trust Account. (iii) The closing of the purchase and sale of the Sponsor Warrants shall take place simultaneously with the closing of the Public Offering (the “Initial Closing Date”). The closing of the purchase and sale of the Additional Sponsor Warrants, the Company if applicable, shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,333,334 Sponsor Warrants at a price of $1.50 per warrant for an aggregate purchase price of $9,500,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance take place simultaneously with the Company’s wiring instructions. On the Initial Closing Date, upon the payment by the Purchaser closing of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, all or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing any portion of the over-allotment option in connection with the Public Offering or on (such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such closing date, an “Over-allotment Closing Date”, and, each Over-allotment Closing Date (if any) together with the Initial Closing Date, being sometimes referred to herein as the “Closing Dates” and each, a “Closing Date,” or the “Closing Dates”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 750,000 Sponsor Warrants at a price of $1.50 per warrant for an aggregate purchase price of up to $1,125,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser The closing of the Over-allotment Purchase Price by wire transfer purchase and sale of immediately available funds to the Company, the Company shall, at its option, deliver a certificate evidencing each of the Sponsor Warrants purchased on such date duly registered in and the Purchaser’s name to Additional Sponsor Warrants shall take place at the Purchaseroffices of EG&S, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, or effect such delivery in book-entry formother place as may be agreed upon by the parties hereto.

Purchase and Sale of the Sponsor Warrants. (i) At As payment in full for the 6,000,000 Sponsor Warrants being purchased under this Agreement, Purchaser shall pay $9,000,000 (the “Purchase Price”), by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the trust account (the “Trust Account”) at a financial institution to be chosen by the Company, maintained by American Stock Transfer & Trust Company, acting as trustee, or into an escrow account maintained by Ellenoff ▇▇▇▇▇▇▇▇ & Schole LLP (“EG&S”), counsel for the Company, at least one (1) business day prior to the consummation date of effectiveness of the registration statement to be filed in connection with the Public Offering (the “Registration Statement”). (ii) In the event that the over-allotment option is exercised in full or in part, Purchaser shall purchase up to an additional 700,000 Sponsor Warrants (the “Additional Sponsor Warrants”), in the same proportion as the amount of the over-allotment option that is exercised, and simultaneously with such purchase of Additional Sponsor Warrants, as payment in full for the Additional Sponsor Warrants being purchased hereunder, and at least one (1) business day prior to the closing of all or any portion of the over-allotment option, Purchaser shall pay $1.50 per Additional Sponsor Warrant, up to an aggregate amount of $1,050,000, by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the Trust Account. (iii) The closing of the purchase and sale of the Sponsor Warrants shall take place simultaneously with the closing of the Public Offering (the “Initial Closing Date”). The closing of the purchase and sale of the Additional Sponsor Warrants, the Company if applicable, shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,333,334 Sponsor Warrants at a price of $1.50 per warrant for an aggregate purchase price of $9,500,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance take place simultaneously with the Company’s wiring instructions. On the Initial Closing Date, upon the payment by the Purchaser closing of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, all or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing any portion of the over-allotment option in connection with the Public Offering or on (such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such closing date, an “Over-allotment Closing Date”, and, each Over-allotment Closing Date (if any) together with the Initial Closing Date, being sometimes referred to herein as “Closing Dates” and each, a “Closing Date,” or the “Closing Dates”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 750,000 Sponsor Warrants at a price of $1.50 per warrant for an aggregate purchase price of up to $1,125,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser The closing of the Over-allotment Purchase Price by wire transfer purchase and sale of immediately available funds to the Company, the Company shall, at its option, deliver a certificate evidencing each of the Sponsor Warrants purchased on such date duly registered in and the Purchaser’s name to Additional Sponsor Warrants shall take place at the Purchaseroffices of EG&S, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, or effect such delivery in book-entry formother place as may be agreed upon by the parties hereto.

Purchase and Sale of the Sponsor Warrants. (i) At least one business day prior to On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,333,334 6,000,000 Sponsor Warrants at a price of $1.50 1.00 per warrant for an aggregate purchase price of $9,500,000 6,000,000.00 (the “Purchase Price”), which shall be paid 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. On the Initial Closing Date, upon following the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the any closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and, ,” and each Over-allotment Closing Date (if any) together with and the Initial Closing Date, Date being sometimes referred to herein as a “Closing Date,” or the “Closing Dates”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 750,000 an aggregate of 600,000 Sponsor Warrants Warrants, in the same proportion as the amount of the option that is then so exercised, at a price of $1.50 1.00 per warrant for an aggregate purchase price of up to $1,125,000 600,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company at least one day prior to such Over-allotment Closing Date in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon following the payment by the Purchaser of the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company, the Company shallCompany, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Sponsor Warrants. (i) At least one business day prior to On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,333,334 6,000,000 Sponsor Warrants at a price of $1.50 1.00 per warrant for an aggregate purchase price of $9,500,000 6,000,000 (the “Purchase Price”), which shall be paid 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. On the Initial Closing Date, upon following the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form. (ii) On the date of the any consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and, ,” and each Over-allotment Closing Date (if any) together with and the Initial Closing Date, Date being sometimes referred to herein as a “Closing Date,” or the “Closing Dates”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 750,000 an aggregate of 600,000 additional Sponsor Warrants Warrants, in the same proportion as the amount of the option that is then so exercised, at a price of $1.50 1.00 per warrant for an aggregate purchase price of up to $1,125,000 600,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company at least one day prior to the Over-allotment Closing Date in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon following the payment by the Purchaser of the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company, the Company shall, at its option, deliver a certificate to the Purchaser evidencing the Sponsor 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 Sponsor Warrants. (i) At least one business day prior to On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,333,334 5,500,000 Sponsor Warrants at a price of $1.50 1.00 per warrant for an aggregate purchase price of $9,500,000 5,500,000 (the “Purchase Price”), which shall be paid 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. On the Initial Closing Date, upon following the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form. (ii) On the date of the any consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and, ,” and each Over-allotment Closing Date (if any) together with and the Initial Closing Date, Date being sometimes referred to herein as a “Closing Date,” or the “Closing Dates”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 750,000 an aggregate of 525,000 Sponsor Warrants Warrants, in the same proportion as the amount of the option that is then so exercised, at a price of $1.50 1.00 per warrant for an aggregate purchase price of up to $1,125,000 525,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company at least one day prior to the Over-allotment Closing Date in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon following the payment by the Purchaser of the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company, the Company shall, at its option, deliver a certificate to the Purchaser evidencing the Sponsor 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 Sponsor Warrants. (ia) At As payment in full for the 1,500,000 Underwriters Warrants being purchased under this Agreement, Purchaser shall pay $1,500,000 (the “Purchase Price”), by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the trust account (the “Trust Account”) at a financial institution to be chosen by the Company, maintained by ▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, N.A. with Continental Stock Transfer & Trust Company acting as trustee, at least one (1) business day prior to the consummation date of effectiveness of the Registration Statement. (b) In the event that the over-allotment option is exercised in full or in part, Purchaser shall purchase up to an additional 225,000 Underwriters Warrants (the “Additional Underwriters Warrants”), in the same proportion as the amount of the over-allotment option that is exercised, and simultaneously with such purchase of Additional Underwriters Warrants, as payment in full for the Additional Underwriters Warrants being purchased hereunder, and at least one (1) business day prior to the closing of all or any portion of the over-allotment option, Purchaser shall pay $1.00 per Additional Underwriters Warrant, up to an aggregate amount of approximately $225,000, by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the Trust Account. (c) The closing of the purchase and sale of the Underwriters Warrants shall take place simultaneously with the closing of the Public Offering (the “Initial Closing Date”). The closing of the purchase and sale of the Additional Underwriters Warrants, the Company if applicable, shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,333,334 Sponsor Warrants at a price of $1.50 per warrant for an aggregate purchase price of $9,500,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance take place simultaneously with the Company’s wiring instructions. On the Initial Closing Date, upon the payment by the Purchaser closing of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, all or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing any portion of the over-allotment option in connection with the Public Offering or on (such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such closing date, an “Over-allotment Closing Date”, and, each Over-allotment Closing Date (if any) together with the Initial Closing Date, being sometimes referred to herein as the “Closing Dates” and each, a “Closing Date,” or the “Closing Dates”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 750,000 Sponsor Warrants at a price of $1.50 per warrant for an aggregate purchase price of up to $1,125,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company, the Company shall, at its option, deliver a certificate evidencing the Sponsor 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 Sponsor Warrants. (i) At least one business day prior to On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,333,334 [•] Sponsor Warrants at a price of $1.50 2.00 per warrant for an aggregate purchase price of $9,500,000 [•] (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company at least one business day prior to the Initial Closing Date in accordance with the Company’s wiring instructions. On the Initial Closing Date, upon following the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the any closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and, ,” and each Over-allotment Closing Date (if any) together with and the Initial Closing Date, Date being sometimes referred to herein as a “Closing Date,” or the “Closing Dates”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 750,000 an aggregate of [•] Sponsor Warrants Warrants, in the same proportion as the amount of the over-allotment option that is then so exercised, at a price of $1.50 2.00 per warrant for an aggregate purchase price of up to $1,125,000 [•] (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company at least one business day prior to such Over-allotment Closing Date in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon following the payment by the Purchaser of the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company, the Company shallCompany, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Sponsor Warrants. (i) At least one business day prior to On the date of the consummation of the Public Offering (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,333,334 4,900,000 Sponsor Warrants at a price of $1.50 1.00 per warrant for an aggregate purchase price of $9,500,000 4,900,000 (the “Purchase Price”), which . The Purchase Price shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructionsinstructions at least one (1) business day prior to the date of effectiveness of the registration statement to be filed in connection with the Public Offering (the “Registration Statement”). On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and, each Over-allotment Closing Date (if any) together with the Initial Closing Date, being sometimes referred to herein as a “Closing Date,” or the “Closing Dates”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 750,000 562,500 Sponsor Warrants at a price of $1.50 1.00 per warrant for an aggregate purchase price of up to $1,125,000 562,500 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company, the Company shall, at its option, deliver a certificate evidencing the Sponsor 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 Sponsor Warrants. (i) At As payment in full for the 4,666,666 Sponsor Warrants being purchased under this Agreement, Purchaser shall pay $7,000,000 (the “Purchase Price”), by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the trust account (the “Trust Account”) at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, at least one (1) business day prior to the consummation Initial Closing Date (as defined below). (ii) In the event that the over-allotment option is exercised in full or in part, Purchaser shall purchase up to an additional 333,334 Sponsor Warrants (the “Additional Sponsor Warrants”), in the same proportion as the amount of the over-allotment option that is exercised, and simultaneously with such purchase of Additional Sponsor Warrants, as payment in full for the Additional Sponsor Warrants being purchased hereunder, and at least one (1) business day prior to the closing of all or any portion of the over-allotment option, Purchaser shall pay $1.50 per Additional Sponsor Warrant, up to an aggregate amount of $500,000, by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the Trust Account. (iii) The closing of the purchase and sale of the Sponsor Warrants shall take place simultaneously with the closing of the Public Offering (the “Initial Closing Date”). The closing of the purchase and sale of the Additional Sponsor Warrants, the Company if applicable, shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,333,334 Sponsor Warrants at a price of $1.50 per warrant for an aggregate purchase price of $9,500,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance take place simultaneously with the Company’s wiring instructions. On the Initial Closing Date, upon the payment by the Purchaser closing of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, all or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing any portion of the over-allotment option in connection with the Public Offering or on (such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such closing date, an “Over-allotment Closing Date”, and, each Over-allotment Closing Date (if any) together with the Initial Closing Date, being sometimes referred to herein as the “Closing Dates” and each, a “Closing Date,” or the “Closing Dates”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 750,000 Sponsor Warrants at a price of $1.50 per warrant for an aggregate purchase price of up to $1,125,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser The closing of the Over-allotment Purchase Price by wire transfer purchase and sale of immediately available funds to the Company, the Company shall, at its option, deliver a certificate evidencing each of the Sponsor Warrants purchased on such date duly registered in and the Purchaser’s name to Additional Sponsor Warrants shall take place at the Purchaseroffices of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P., ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 2500, Houston, Texas 77002, or effect such delivery in book-entry formother place as may be agreed upon by the parties hereto.

Purchase and Sale of the Sponsor Warrants. (i) At least one business day prior to On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,333,334 6,000,000 Sponsor Warrants at a price of $1.50 1 per warrant for an aggregate purchase price of $9,500,000 6,000,000 (the “Purchase Price”), which shall be paid 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. On the Initial Closing Date, upon following the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form. (ii) On the date of the any consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and, ,” and each Over-allotment Closing Date (if any) together with and the Initial Closing Date, Date being sometimes referred to herein as a “Closing Date,” or the “Closing Dates”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 750,000 an aggregate of 450,000 additional Sponsor Warrants Warrants, in the same proportion as the amount of the option that is then so exercised, at a price of $1.50 1 per warrant for an aggregate purchase price of up to $1,125,000 450,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company at least one day prior to the Over-allotment Closing Date in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon following the payment by the Purchaser of the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company, the Company shall, at its option, deliver a certificate to the Purchaser evidencing the Sponsor 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 Sponsor Warrants. (i) At least one business day prior to On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,333,334 7,000,000 Sponsor Warrants at a price of $1.50 1.00 per warrant for an aggregate purchase price of $9,500,000 7,000,000 (the “Purchase Price”), which shall be paid 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. On the Initial Closing Date, upon following the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form. (ii) On the date of the any consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and, ,” and each Over-allotment Closing Date (if any) together with and the Initial Closing Date, Date being sometimes referred to herein as a “Closing Date,” or the “Closing Dates”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to an aggregate of 750,000 Sponsor Warrants Warrants, in the same proportion as the amount of the option that is then so exercised, at a price of $1.50 1.00 per warrant for an aggregate purchase price of up to $1,125,000 750,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company at least one day prior to the Over-allotment Closing Date in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon following the payment by the Purchaser of the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company, the Company shall, at its option, deliver a certificate to the Purchaser evidencing the Sponsor 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 Sponsor Warrants. (i) At least On the date that is one business day prior to the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,333,334 6,666,666 Sponsor Warrants at a price of $1.50 per warrant for an aggregate purchase price of $9,500,000 9,999,999 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) . On the date that is one business day prior to each date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and, and each Over-allotment Closing Date (if any) together with and the Initial Closing Date, Date being sometimes referred to herein as a “Closing Date,” or the “Closing Dates”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 750,000 800,000 Sponsor Warrants at a price of $1.50 per warrant for an aggregate purchase price of up to $1,125,000 1,200,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company, the Company shall, at its option, deliver a certificate evidencing the Sponsor 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 Sponsor Warrants. (i) At least one business day prior to On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,333,334 4,000,000 Sponsor Warrants at a price of $1.50 per warrant for an aggregate purchase price of $9,500,000 6,000,000 (the “Purchase Price”), which shall be paid 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. On the Initial Closing Date, upon following the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the any closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and, ,” and each Over-allotment Closing Date (if any) together with and the Initial Closing Date, Date being sometimes referred to herein as a “Closing Date,” or the “Closing Dates”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 750,000 an aggregate of 400,000 Sponsor Warrants Warrants, in the same proportion as the amount of the option that is then so exercised, at a price of $1.50 per warrant for an aggregate purchase price of up to $1,125,000 600,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company at least one day prior to such Over-allotment Closing Date in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon following the payment by the Purchaser of the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company, the Company shallCompany, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Sponsor Warrants. (i) At As payment in full for the 4,060,000 Sponsor Warrants being purchased under this Agreement, Purchaser shall pay $6,090,000 (the “Purchase Price”), by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the trust account (the “Trust Account”) at a financial institution to be chosen by the Company, maintained by American Stock Transfer & Trust Company, LLC, acting as trustee, or into an escrow account maintained by Ellenoff ▇▇▇▇▇▇▇▇ & Schole LLP (“EG&S”), counsel for the Company, at least one (1) business day prior to the consummation date of effectiveness of the Registration Statement. (ii) In the event that the over-allotment option is exercised in full or in part, Purchaser shall purchase up to an additional 500,000 Sponsor Warrants (the “Additional Sponsor Warrants”), in the same proportion as the amount of the over-allotment option that is exercised, and simultaneously with such purchase of Additional Sponsor Warrants, as payment in full for the Additional Sponsor Warrants being purchased hereunder, and at least one (1) business day prior to the closing of all or any portion of the over-allotment option, Purchaser shall pay $1.50 per Additional Sponsor Warrant, up to an aggregate amount of $750,000, by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the Trust Account. (iii) The closing of the purchase and sale of the Sponsor Warrants shall take place simultaneously with the closing of the Public Offering (the “Initial Closing Date”). The closing of the purchase and sale of the Additional Sponsor Warrants, the Company if applicable, shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,333,334 Sponsor Warrants at a price of $1.50 per warrant for an aggregate purchase price of $9,500,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance take place simultaneously with the Company’s wiring instructions. On the Initial Closing Date, upon the payment by the Purchaser closing of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, all or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing any portion of the over-allotment option in connection with the Public Offering or on (such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such closing date, an “Over-allotment Closing Date”, and, each Over-allotment Closing Date (if any) together with the Initial Closing Date, being sometimes referred to herein as the “Closing Dates” and each, a “Closing Date,” or the “Closing Dates”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 750,000 Sponsor Warrants at a price of $1.50 per warrant for an aggregate purchase price of up to $1,125,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser The closing of the Over-allotment Purchase Price by wire transfer purchase and sale of immediately available funds to the Company, the Company shall, at its option, deliver a certificate evidencing each of the Sponsor Warrants purchased on such date duly registered in and the Purchaser’s name to Additional Sponsor Warrants shall take place at the Purchaseroffices of EG&S, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, or effect such delivery in book-entry formother place as may be agreed upon by the parties hereto.

Purchase and Sale of the Sponsor Warrants. (i) At least one business day prior to On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,333,334 10,333,333 Sponsor Warrants at a price of $1.50 per warrant for an aggregate purchase price of $9,500,000 15,500,000 (the “Purchase Price”), which shall be paid 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. On the Initial Closing Date, upon following the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the any closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and, ,” and each Over-allotment Closing Date (if any) together with and the Initial Closing Date, Date being sometimes referred to herein as a “Closing Date,” or the “Closing Dates”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 750,000 an aggregate of 1,200,000 Sponsor Warrants Warrants, in the same proportion as the amount of the option that is then so exercised, at a price of $1.50 per warrant for an aggregate purchase price of up to $1,125,000 1,800,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company at least one day prior to such Over-allotment Closing Date in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon following the payment by the Purchaser of the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company, the Company shallCompany, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Sponsor Warrants. (i) At least one business day prior to On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,333,334 18,000,000 Sponsor Warrants at a price of $1.50 0.50 per warrant for an aggregate purchase price of $9,500,000 9,000,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an the “Over-allotment Closing Date”, and, each Over-allotment Closing Date (if any) and together with the Initial Closing Date, being sometimes referred to herein as a “Closing Date,” or the “Closing Dates”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 750,000 2,100,000 Sponsor Warrants at a price of $1.50 0.50 per warrant for an aggregate purchase price of up to $1,125,000 1,050,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company, the Company shall, at its option, deliver a certificate evidencing the Sponsor Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form.

Purchase and Sale of the Sponsor Warrants. (i) At least one business day prior to the consummation of the Public Offering (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,333,334 4,000,000 Sponsor Warrants at a price of $1.50 2.00 per warrant for an aggregate purchase price of $9,500,000 8,000,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and, each Over-allotment Closing Date (if any) together with the Initial Closing Date, being sometimes referred to herein as a “Closing Date,” or the “Closing Dates”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 750,000 450,000 Sponsor Warrants at a price of $1.50 2.00 per warrant for an aggregate purchase price of up to $1,125,000 900,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company, the Company shall, at its option, deliver a certificate evidencing the Sponsor 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 Sponsor Warrants. (i) At As payment in full for the 7,500,000 Sponsor Warrants being purchased under this Agreement, Purchaser shall pay $7,500,000 (the “Purchase Price”), by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the trust account (the “Trust Account”) at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, at least one (1) business day prior to the consummation date of effectiveness of the Registration Statement. (ii) In the event that the over-allotment option is exercised in full or in part, Purchaser shall purchase up to an additional 750,000 Sponsor Warrants (the “Additional Sponsor Warrants”), in the same proportion as the amount of the over-allotment option that is exercised, and simultaneously with such purchase of Additional Sponsor Warrants, as payment in full for the Additional Sponsor Warrants being purchased hereunder, and at least one (1) business day prior to the closing of all or any portion of the over-allotment option, Purchaser shall pay $1.00 per Additional Sponsor Warrant, up to an aggregate amount of $750,000, by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the Trust Account. (iii) The closing of the purchase and sale of the Sponsor Warrants shall take place simultaneously with the closing of the Public Offering (the “Initial Closing Date”). The closing of the purchase and sale of the Additional Sponsor Warrants, the Company if applicable, shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,333,334 Sponsor Warrants at a price of $1.50 per warrant for an aggregate purchase price of $9,500,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance take place simultaneously with the Company’s wiring instructions. On the Initial Closing Date, upon the payment by the Purchaser closing of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, all or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing any portion of the over-allotment option in connection with the Public Offering or on (such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such closing date, an “Over-allotment Closing Date”, and, each Over-allotment Closing Date (if any) together with the Initial Closing Date, being sometimes referred to herein as the “Closing Dates” and each, a “Closing Date,” or the “Closing Dates”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 750,000 Sponsor Warrants at a price of $1.50 per warrant for an aggregate purchase price of up to $1,125,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser The closing of the Over-allotment Purchase Price by wire transfer purchase and sale of immediately available funds to the Company, the Company shall, at its option, deliver a certificate evidencing each of the Sponsor Warrants purchased on such date duly registered in and the Purchaser’s name to Additional Sponsor Warrants shall take place at the Purchaseroffices of Ellenoff ▇▇▇▇▇▇▇▇ & Schole LLP, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, or effect such delivery in book-entry formother place as may be agreed upon by the parties hereto.

Purchase and Sale of the Sponsor Warrants. (i) At As payment in full for the 2,500,000 Firm Sponsor Warrants being purchased under this Agreement, Purchaser shall pay $2,500,000 (the “Purchase Price”), by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the trust account (the “Trust Account”) at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, at least one (1) business day prior to the consummation date of effectiveness of the Registration Statement. (ii) In the event that the over-allotment option is exercised in full or in part, Purchaser shall purchase up to an additional 300,000 Additional Sponsor Warrants, in the same proportion as the amount of the over-allotment option that is exercised, and simultaneously with such purchase of Additional Sponsor Warrants, as payment in full for the Additional Sponsor Warrants being purchased hereunder, and at least one (1) business day prior to the closing of all or any portion of the over-allotment option, Purchaser shall pay $1.00 per Additional Sponsor Warrant, up to an aggregate amount of $300,000, by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the Trust Account. (iii) The closing of the purchase and sale of the Firm Sponsor Warrants shall take place simultaneously with the closing of the Public Offering (the “Initial Closing Date”). The closing of the purchase and sale of the Additional Sponsor Warrants, the Company if applicable, shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,333,334 Sponsor Warrants at a price of $1.50 per warrant for an aggregate purchase price of $9,500,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance take place simultaneously with the Company’s wiring instructions. On the Initial Closing Date, upon the payment by the Purchaser closing of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, all or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing any portion of the over-allotment option in connection with the Public Offering or on exercise (such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such closing date, an “Over-allotment Closing Date”, and, each Over-allotment Closing Date (if any) together with the Initial Closing Date, being sometimes referred to herein as the “Closing Dates” and each, a “Closing Date,” or the “Closing Dates”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 750,000 Sponsor Warrants at a price of $1.50 per warrant for an aggregate purchase price of up to $1,125,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser The closing of the Over-allotment Purchase Price by wire transfer purchase and sale of immediately available funds to the Company, the Company shall, at its option, deliver a certificate evidencing each of the Sponsor Warrants purchased on such date duly registered in and the Purchaser’s name to Additional Sponsor Warrants shall take place at the Purchaseroffices of S▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & H▇▇▇▇▇▇ LLP, 3▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇, or effect such delivery in book-entry formother place as may be agreed upon by the parties hereto.

Purchase and Sale of the Sponsor Warrants. (i) At As payment in full for the 4,333,333 Sponsor Warrants being purchased under this Agreement, Purchaser shall pay $6,500,000 (the “Purchase Price”), by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the trust account (the “Trust Account”) at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, at least one (1) business day prior to the consummation date of effectiveness of the Registration Statement. (ii) In the event that the over-allotment option is exercised in full or in part, Purchaser shall purchase up to an additional 500,000 Sponsor Warrants (the “Additional Sponsor Warrants”), in the same proportion as the amount of the underwriters’ option to purchase additional units that is exercised, and simultaneously with such purchase of Additional Sponsor Warrants, as payment in full for the Additional Sponsor Warrants being purchased hereunder, and at least one (1) business day prior to the closing of all or any portion of the over-allotment option, Purchaser shall pay $1.50 per Additional Sponsor Warrant, up to an aggregate amount of $750,000, by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the Trust Account. (iii) The closing of the purchase and sale of the Sponsor Warrants shall take place simultaneously with the closing of the Public Offering (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,333,334 Sponsor Warrants at a price of $1.50 per warrant for an aggregate purchase price of $9,500,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions. On the Initial Closing Date, upon the payment by the Purchaser The closing of the Purchase Price by wire transfer purchase and sale of immediately available funds to the CompanyAdditional Sponsor Warrants, the Company, at its optionif applicable, shall deliver a certificate evidencing the Sponsor Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) On the date of the consummation of take place simultaneously with the closing of all or any portion of the over-allotment underwriters’ option in connection with the Public Offering or on to purchase additional units (such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such closing date, an “Over-allotment Closing Date”, and, each Over-allotment Closing Date (if any) together with the Initial Closing Date, being sometimes referred to herein as the “Closing Dates” and each, a “Closing Date,” or the “Closing Dates”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 750,000 Sponsor Warrants at a price of $1.50 per warrant for an aggregate purchase price of up to $1,125,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser The closing of the Over-allotment Purchase Price by wire transfer purchase and sale of immediately available funds to the Company, the Company shall, at its option, deliver a certificate evidencing each of the Sponsor Warrants purchased on such date duly registered in and the Purchaser’s name to Additional Sponsor Warrants shall take place at the Purchaseroffices of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, or effect such delivery in book-entry formother place as may be agreed upon by the parties hereto.

Purchase and Sale of the Sponsor Warrants. (i) At least one business day prior to On the date of the initial consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,333,334 7,000,000 Sponsor Warrants at a price of $1.50 1.00 per warrant for an (such aggregate purchase price of $9,500,000 (for such Sponsor Warrants, the “Purchase Price”), which shall be paid by wire transfer of immediately available funds by the Purchaser to the Company at least one (1) business day prior to such IPO Closing Date in accordance with the Company’s wiring instructions. On the Initial Closing Date, upon the payment instructions provided by the Purchaser of the Purchase Price by wire transfer of immediately available funds Company to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option Option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and, ,” and each Over-allotment Closing Date (if any) together with and the Initial IPO Closing Date, being sometimes referred to herein as a “Closing Date,” or the “Closing Dates”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 750,000 Sponsor Warrants (or, to the extent the Option is not exercised in full, a lesser number of Sponsor Warrants in proportion to the portion of the Option that is then exercised) at a price of $1.50 1.00 per warrant for an aggregate purchase price of up to $1,125,000 750,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (such aggregate purchase price for such Sponsor Warrants, the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds by the Purchaser to the Company at least one (1) business day prior to such Over-allotment Closing Date in accordance with the Company’s wiring instructions. instructions provided by the Company to Purchaser. (iii) On the Over-allotment each Closing Date, upon following the payment by the Purchaser of the Purchase Price or Over-allotment Allotment Purchase Price Price, as applicable, by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, the Company shallCompany, at its option, shall deliver a certificate to the Purchaser evidencing the Sponsor Warrants purchased on such date Closing Date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Sponsor Warrants. (i) At As payment in full for the 6,000,000 Sponsor Warrants being purchased under this Agreement, Purchaser shall pay $9,000,000 (the “Purchase Price”), by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the trust account (the “Trust Account”) at a financial institution to be chosen by the Company, maintained by American Stock Transfer & Trust Company, LLC, acting as trustee, at least one (1) business day prior to the consummation Initial Closing Date (as defined below). (ii) In the event that the underwriters’ option to purchase additional units is exercised in full or in part, Purchaser shall purchase up to an additional 600,000 Sponsor Warrants (the “Additional Sponsor Warrants”), in the same proportion as the amount of the option that is so exercised, and simultaneously with such purchase of Additional Sponsor Warrants, as payment in full for the Additional Sponsor Warrants being purchased hereunder, and at least one (1) business day prior to the closing of such portion of the underwriters’ option to purchase additional units, Purchaser shall pay $1.50 per Additional Sponsor Warrant, up to an aggregate amount of $900,000, by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the Trust Account. (iii) The closing of the purchase and sale of the Sponsor Warrants shall take place simultaneously with the closing of the Public Offering (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,333,334 Sponsor Warrants at a price of $1.50 per warrant for an aggregate purchase price of $9,500,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions. On the Initial Closing Date, upon the payment by the Purchaser The closing of the Purchase Price by wire transfer purchase and sale of immediately available funds to the CompanyAdditional Sponsor Warrants, the Company, at its optionif applicable, shall deliver a certificate evidencing the Sponsor Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) On the date of the consummation of take place simultaneously with the closing of all or any portion of the over-allotment underwriters’ option in connection with the Public Offering or on to purchase additional units (such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such closing date, an “Over-allotment Closing Date”, and, each Over-allotment Closing Date (if any) together with the Initial Closing Date, being sometimes referred to herein as the “Closing Dates” and each, a “Closing Date,” or the “Closing Dates”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 750,000 Sponsor Warrants at a price of $1.50 per warrant for an aggregate purchase price of up to $1,125,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser The closing of the Over-allotment Purchase Price by wire transfer purchase and sale of immediately available funds to the Company, the Company shall, at its option, deliver a certificate evidencing each of the Sponsor Warrants purchased on such date duly registered in and the Purchaser’s name to Additional Sponsor Warrants shall take place at the Purchaseroffices of Ellenoff G▇▇▇▇▇▇▇ & Schole LLP, 1▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, or effect such delivery in book-entry formother place as may be agreed upon by the parties hereto.

Purchase and Sale of the Sponsor Warrants. (i) At As payment in full for the 4,266,667 Sponsor Warrants being purchased under this Agreement, Purchaser shall pay $6,400,000 (the “Purchase Price”), by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the trust account (the “Trust Account”) at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, at least one (1) business day prior to the consummation date of effectiveness of the Registration Statement. (ii) In the event that the over-allotment option is exercised in full or in part, Purchaser shall purchase up to an additional 400,000 Sponsor Warrants (the “Additional Sponsor Warrants”), in the same proportion as the amount of the over-allotment option that is exercised, and simultaneously with such purchase of Additional Sponsor Warrants, as payment in full for the Additional Sponsor Warrants being purchased hereunder, and at least one (1) business day prior to the closing of all or any portion of the over-allotment option, Purchaser shall pay $1.50 per Additional Sponsor Warrant, up to an aggregate amount of $600,000, by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the Trust Account. (iii) The closing of the purchase and sale of the Sponsor Warrants shall take place simultaneously with the closing of the Public Offering (the “Initial Closing Date”). The closing of the purchase and sale of the Additional Sponsor Warrants, the Company if applicable, shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,333,334 Sponsor Warrants at a price of $1.50 per warrant for an aggregate purchase price of $9,500,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance take place simultaneously with the Company’s wiring instructions. On the Initial Closing Date, upon the payment by the Purchaser closing of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, all or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing any portion of the over-allotment option in connection with the Public Offering or on (such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such closing date, an “Over-allotment Closing Date”, and, each Over-allotment Closing Date (if any) together with the Initial Closing Date, being sometimes referred to herein as the “Closing Dates” and each, a “Closing Date,” or the “Closing Dates”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 750,000 Sponsor Warrants at a price of $1.50 per warrant for an aggregate purchase price of up to $1,125,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser The closing of the Over-allotment Purchase Price by wire transfer purchase and sale of immediately available funds to the Company, the Company shall, at its option, deliver a certificate evidencing each of the Sponsor Warrants purchased on such date duly registered in and the Purchaser’s name to Additional Sponsor Warrants shall take place at the Purchaseroffices of Ellenoff ▇▇▇▇▇▇▇▇ & Schole LLP, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, or effect such delivery in book-entry formother place as may be agreed upon by the parties hereto.

Purchase and Sale of the Sponsor Warrants. (i) At least one business day prior to On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,333,334 4,333,333 Sponsor Warrants at a price of $1.50 per warrant for an aggregate purchase price of $9,500,000 6,500,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company at least one day prior to the Initial Closing Date in accordance with the Company’s wiring instructions. On the Initial Closing Date, upon following the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the any closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and, ,” and each Over-allotment Closing Date (if any) together with and the Initial Closing Date, Date being sometimes referred to herein as a “Closing Date,” or the “Closing Dates”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 750,000 an aggregate of 450,000 Sponsor Warrants Warrants, in the same proportion as the amount of the option that is then so exercised, at a price of $1.50 per warrant for an aggregate purchase price of up to $1,125,000 675,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company at least one day prior to such Over-allotment Closing Date in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon following the payment by the Purchaser of the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company, the Company shallCompany, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Sponsor Warrants. (i) At least one business day prior to the consummation of the Public Offering (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,333,334 2,666,666 Sponsor Warrants at a price of $1.50 3.00 per warrant for an aggregate purchase price of $9,500,000 8,000,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and, each Over-allotment Closing Date (if any) together with the Initial Closing Date, being sometimes referred to herein as a “Closing Date,” or the “Closing Dates”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 750,000 300,000 Sponsor Warrants at a price of $1.50 3.00 per warrant for an aggregate purchase price of up to $1,125,000 900,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company, the Company shall, at its option, deliver a certificate evidencing the Sponsor 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 Sponsor Warrants. (i) At least On the date that is one business day prior to the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,333,334 20,000,000 Sponsor Warrants at a price of $1.50 0.50 per warrant for an aggregate purchase price of $9,500,000 10,000,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, Company shall deliver a certificate evidencing the Sponsor Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) On the date that is one business day prior to the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an the “Over-allotment Closing Date”, and, each Over-allotment Closing Date (if any) and together with the Initial Closing Date, being sometimes referred to herein as a “Closing Date,” or the “Closing Dates”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 750,000 the Sponsor Warrants at a price of $1.50 0.50 per warrant for an aggregate purchase price of up to $1,125,000 1,200,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company, the Company shall, at its option, shall deliver a certificate evidencing the Sponsor 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 Sponsor Warrants. (i) At least one business day prior to On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,333,334 7,880,000 Sponsor Warrants at a price of $1.50 2.50 per warrant for an aggregate purchase price of $9,500,000 19,700,000 (the “Purchase Price”), which shall be paid 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. On the Initial Closing Date, upon following the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the any closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and, ,” and each Over-allotment Closing Date (if any) together with and the Initial Closing Date, Date being sometimes referred to herein as a “Closing Date,” or the “Closing Dates”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 750,000 an aggregate of 1,020,000 Sponsor Warrants Warrants, in the same proportion as the amount of the option that is then so exercised, at a price of $1.50 2.50 per warrant for an aggregate purchase price of up to $1,125,000 2,550,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company at least one day prior to such Over-allotment Closing Date in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon following the payment by the Purchaser of the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company, the Company shallCompany, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Sponsor Warrants. (i) At least one business day prior to On the date of the initial consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,333,334 8,000,000 Sponsor Warrants at a price of $1.50 2.00 per warrant for an (such aggregate purchase price of $9,500,000 (for such Sponsor Warrants, the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company at least one (1) business day prior to such Closing Date in accordance with the Company’s wiring instructions. On the Initial Closing Date, upon the payment instructions provided by the Purchaser of the Purchase Price by wire transfer of immediately available funds Company to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option Option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and, ,” and each Over-allotment Closing Date (if any) together with and the Initial IPO Closing Date, being sometimes referred to herein as a “Closing Date,” or the “Closing Dates”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 750,000 1,050,000 Sponsor Warrants (or, to the extent the Option is not exercised in full, a lesser number of Sponsor Warrants in proportion to the portion of the Option that is then exercised) at a price of $1.50 2.00 per warrant for an aggregate purchase price of up to $1,125,000 2,100,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (such aggregate purchase price for such Sponsor Warrants, the “Over-allotment Purchase Price”), which shall be 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 Company’s wiring instructions. instructions provided by the Company to Purchaser. (iii) On the Over-allotment each Closing Date, upon following the payment by the Purchaser of the Purchase Price or Over-allotment Allotment Purchase Price Price, as applicable, by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, the Company shallCompany, at its option, shall deliver a certificate to the Purchaser evidencing the Sponsor Warrants purchased on such date Closing Date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Sponsor Warrants. (i) At least one business day prior to On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,333,334 5,475,000 Sponsor Warrants at a price of $1.50 1.00 per warrant for an aggregate purchase price of $9,500,000 5,475,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an the “Over-allotment Closing Date”, and, each Over-allotment Closing Date (if any) ,” and together with the Initial Closing Date, being sometimes referred to herein as a “Closing Date,” or the “Closing Dates”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 750,000 562,500 Sponsor Warrants at a price of $1.50 1.00 per warrant for an aggregate purchase price of up to $1,125,000 562,500 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company, the Company shall, at its option, deliver a certificate evidencing the Sponsor 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 Sponsor Warrants. (i) At As payment in full for the 4,666,667 Sponsor Warrants being purchased under this Agreement, Purchaser shall pay $7,000,000 (the “Purchase Price”), by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the trust account (the “Trust Account”) at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, at least one (1) business day prior to the consummation date of effectiveness of the Registration Statement. (ii) In the event that the over-allotment option is exercised in full or in part, Purchaser shall purchase up to an additional 500,000 Sponsor Warrants (the “Additional Sponsor Warrants”), in the same proportion as the amount of the over-allotment option that is exercised, and simultaneously with such purchase of Additional Sponsor Warrants, as payment in full for the Additional Sponsor Warrants being purchased hereunder, and at least one (1) business day prior to the closing of all or any portion of the over-allotment option, Purchaser shall pay $1.50 per Additional Sponsor Warrant, up to an aggregate amount of $750,000, by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the Trust Account. (iii) The closing of the purchase and sale of the Sponsor Warrants shall take place simultaneously with the closing of the Public Offering (the “Initial Closing Date”). The closing of the purchase and sale of the Additional Sponsor Warrants, the Company if applicable, shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,333,334 Sponsor Warrants at a price of $1.50 per warrant for an aggregate purchase price of $9,500,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance take place simultaneously with the Company’s wiring instructions. On the Initial Closing Date, upon the payment by the Purchaser closing of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, all or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing any portion of the over-allotment option in connection with the Public Offering or on (such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such closing date, an “Over-allotment Closing Date”, and, each Over-allotment Closing Date (if any) together with the Initial Closing Date, being sometimes referred to herein as the “Closing Dates” and each, a “Closing Date,” or the “Closing Dates”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 750,000 Sponsor Warrants at a price of $1.50 per warrant for an aggregate purchase price of up to $1,125,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser The closing of the Over-allotment Purchase Price by wire transfer purchase and sale of immediately available funds to the Company, the Company shall, at its option, deliver a certificate evidencing each of the Sponsor Warrants purchased on such date duly registered in and the Purchaser’s name to Additional Sponsor Warrants shall take place at the Purchaseroffices of Ellenoff ▇▇▇▇▇▇▇▇ & Schole LLP, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or effect such delivery in book-entry formother place as may be agreed upon by the parties hereto.

Purchase and Sale of the Sponsor Warrants. (i) At As payment in full for the 4,000,000 Firm Sponsor Warrants being purchased under this Agreement, Purchaser shall pay $4,000,000 (the “Purchase Price”), by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the trust account (the “Trust Account”) at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, at least one (1) business day prior to the consummation date of effectiveness of the Registration Statement. (ii) In the event that the over-allotment option is exercised in full or in part, Purchaser shall purchase up to an additional 300,000 Additional Sponsor Warrants, in the same proportion as the amount of the over-allotment option that is exercised, and simultaneously with such purchase of Additional Sponsor Warrants, as payment in full for the Additional Sponsor Warrants being purchased hereunder, and at least one (1) business day prior to the closing of all or any portion of the over-allotment option, Purchaser shall pay $1.00 per Additional Sponsor Warrant, up to an aggregate amount of $300,000, by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the Trust Account. (iii) The closing of the purchase and sale of the Firm Sponsor Warrants shall take place simultaneously with the closing of the Public Offering (the “Initial Closing Date”). The closing of the purchase and sale of the Additional Sponsor Warrants, the Company if applicable, shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,333,334 Sponsor Warrants at a price of $1.50 per warrant for an aggregate purchase price of $9,500,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance take place simultaneously with the Company’s wiring instructions. On the Initial Closing Date, upon the payment by the Purchaser closing of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, all or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing any portion of the over-allotment option in connection with the Public Offering or on exercise (such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such closing date, an “Over-allotment Closing Date”, and, each Over-allotment Closing Date (if any) together with the Initial Closing Date, being sometimes referred to herein as the “Closing Dates” and each, a “Closing Date,” or the “Closing Dates”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 750,000 Sponsor Warrants at a price of $1.50 per warrant for an aggregate purchase price of up to $1,125,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser The closing of the Over-allotment Purchase Price by wire transfer purchase and sale of immediately available funds to the Company, the Company shall, at its option, deliver a certificate evidencing each of the Sponsor Warrants purchased on such date duly registered in and the Purchaser’s name to Additional Sponsor Warrants shall take place at the Purchaseroffices of EG&S, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, or effect such delivery in book-entry formother place as may be agreed upon by the parties hereto.

Purchase and Sale of the Sponsor Warrants. (i) At As payment in full for the 6,000,000 Sponsor Warrants being purchased under this Agreement, Purchaser shall pay $6,000,000 (the “Purchase Price”), by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the trust account (the “Trust Account”) at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, at least one (1) business day prior to the consummation date of effectiveness of the Registration Statement. (ii) In the event that the over-allotment option is exercised in full or in part, Purchaser shall purchase up to an additional 600,000 Sponsor Warrants (the “Additional Sponsor Warrants”), in the same proportion as the amount of the over-allotment option that is exercised, and simultaneously with such purchase of Additional Sponsor Warrants, as payment in full for the Additional Sponsor Warrants being purchased hereunder, and at least one (1) business day prior to the closing of all or any portion of the over-allotment option, Purchaser shall pay $1.00 per Additional Sponsor Warrant, up to an aggregate amount of $600,000, by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the Trust Account. (iii) The closing of the purchase and sale of the Sponsor Warrants shall take place simultaneously with the closing of the Public Offering (the “Initial Closing Date”). The closing of the purchase and sale of the Additional Sponsor Warrants, the Company if applicable, shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,333,334 Sponsor Warrants at a price of $1.50 per warrant for an aggregate purchase price of $9,500,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance take place simultaneously with the Company’s wiring instructions. On the Initial Closing Date, upon the payment by the Purchaser closing of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, all or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing any portion of the over-allotment option in connection with the Public Offering or on (such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such closing date, an “Over-allotment Closing Date”, and, each Over-allotment Closing Date (if any) together with the Initial Closing Date, being sometimes referred to herein as the “Closing Dates” and each, a “Closing Date,” or the “Closing Dates”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 750,000 Sponsor Warrants at a price of $1.50 per warrant for an aggregate purchase price of up to $1,125,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser The closing of the Over-allotment Purchase Price by wire transfer purchase and sale of immediately available funds to the Company, the Company shall, at its option, deliver a certificate evidencing each of the Sponsor Warrants purchased on such date duly registered in and the Purchaser’s name to Additional Sponsor Warrants shall take place at the Purchaseroffices of Ellenoff ▇▇▇▇▇▇▇▇ & Schole LLP, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, or effect such delivery in book-entry formother place as may be agreed upon by the parties hereto.

Purchase and Sale of the Sponsor Warrants. (i) At least On the date that is one business day prior to the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,333,334 the Sponsor Warrants at a price of $1.50 0.50 per warrant for an aggregate purchase price of $9,500,000 4,000,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, Company shall deliver a certificate evidencing the Sponsor Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) On the date that is one business day prior to the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an the “Over-allotment Closing Date”, and, each Over-allotment Closing Date (if any) and together with the Initial Closing Date, being sometimes referred to herein as a “Closing Date,” or the “Closing Dates”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 750,000 the Sponsor Warrants at a price of $1.50 0.50 per warrant for an aggregate purchase price of up to $1,125,000 375,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company, the Company shall, at its option, shall deliver a certificate evidencing the Sponsor 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 Sponsor Warrants. (i) At least one business day prior to On the date of the initial consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,333,334 4,666,667 Sponsor Warrants at a price of $1.50 per warrant for an (such aggregate purchase price of $9,500,000 (for such Sponsor Warrants, the “Purchase Price”), which shall be paid by wire transfer of immediately available funds by the Purchaser to the Company at least one (1) business day prior to such IPO Closing Date in accordance with the Company’s wiring instructions. On the Initial Closing Date, upon the payment instructions provided by the Purchaser of the Purchase Price by wire transfer of immediately available funds Company to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option Option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and, ,” and each Over-allotment Closing Date (if any) together with and the Initial IPO Closing Date, being sometimes referred to herein as a “Closing Date,” or the “Closing Dates”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 750,000 500,000 Sponsor Warrants (or, to the extent the Option is not exercised in full, a lesser number of Sponsor Warrants in proportion to the portion of the Option that is then exercised) at a price of $1.50 per warrant for an aggregate purchase price of up to $1,125,000 750,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (such aggregate purchase price for such Sponsor Warrants, the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds by the Purchaser to the Company at least one (1) business day prior to such Over-allotment Closing Date in accordance with the Company’s wiring instructions. instructions provided by the Company to Purchaser. (iii) On the Over-allotment each Closing Date, upon following the payment by the Purchaser of the Purchase Price or Over-allotment Allotment Purchase Price Price, as applicable, by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, the Company shallCompany, at its option, shall deliver a certificate to the Purchaser evidencing the Sponsor Warrants purchased on such date Closing Date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Sponsor Warrants. (i) At least one business day prior to On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,333,334 4,666,667 Sponsor Warrants at a price of $1.50 per warrant for an aggregate purchase price of $9,500,000 7,000,000 (the “Purchase Price”), which shall be paid 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. On the Initial Closing Date, upon following the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form. (ii) On the date of the any consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and, ,” and each Over-allotment Closing Date (if any) together with and the Initial Closing Date, Date being sometimes referred to herein as a “Closing Date,” or the “Closing Dates”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 750,000 an aggregate of 500,000 Sponsor Warrants Warrants, in the same proportion as the amount of the option that is then so exercised, at a price of $1.50 per warrant for an aggregate purchase price of up to $1,125,000 750,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company at least one day prior to the Over-allotment Closing Date in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon following the payment by the Purchaser of the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company, the Company shall, at its option, deliver a certificate to the Purchaser evidencing the Sponsor 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 Sponsor Warrants. (i) At least one business day prior to On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,333,334 4,000,000 Sponsor Warrants at a price of $1.50 per warrant for an aggregate purchase price of $9,500,000 6,000,000.00 (the “Purchase Price”), which shall be paid 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. On the Initial Closing Date, upon following the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the any closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and, ,” and each Over-allotment Closing Date (if any) together with and the Initial Closing Date, Date being sometimes referred to herein as a “Closing Date,” or the “Closing Dates”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 750,000 an aggregate of 400,000 Sponsor Warrants Warrants, in the same proportion as the amount of the option that is then so exercised, at a price of $1.50 per warrant for an aggregate purchase price of up to $1,125,000 600,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company at least one day prior to such Over-allotment Closing Date in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon following the payment by the Purchaser of the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company, the Company shallCompany, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Sponsor Warrants. (i) At As payment in full for the 666,667 Sponsor Warrants being purchased under this Agreement, Purchaser shall pay $1,000,000 (the “Purchase Price”), by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the trust account (the “Trust Account”) at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, at least one (1) business day prior to the consummation date of effectiveness of the Registration Statement. (ii) In the event that the over-allotment option is exercised in full or in part, Purchaser shall purchase up to an additional 100,000 Sponsor Warrants (the “Additional Sponsor Warrants”), in the same proportion as the amount of the over-allotment option that is exercised, and simultaneously with such purchase of Additional Sponsor Warrants, as payment in full for the Additional Sponsor Warrants being purchased hereunder, and at least one (1) business day prior to the closing of all or any portion of the over-allotment option, Purchaser shall pay $1.50 per Additional Sponsor Warrant, up to an aggregate amount of $150,000, by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the Trust Account. (iii) The closing of the purchase and sale of the Sponsor Warrants shall take place simultaneously with the closing of the Public Offering (the “Initial Closing Date”). The closing of the purchase and sale of the Additional Sponsor Warrants, the Company if applicable, shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,333,334 Sponsor Warrants at a price of $1.50 per warrant for an aggregate purchase price of $9,500,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance take place simultaneously with the Company’s wiring instructions. On the Initial Closing Date, upon the payment by the Purchaser closing of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, all or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing any portion of the over-allotment option in connection with the Public Offering or on (such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such closing date, an “Over-allotment Closing Date”, and, each Over-allotment Closing Date (if any) together with the Initial Closing Date, being sometimes referred to herein as the “Closing Dates” and each, a “Closing Date,” or the “Closing Dates”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 750,000 Sponsor Warrants at a price of $1.50 per warrant for an aggregate purchase price of up to $1,125,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser The closing of the Over-allotment Purchase Price by wire transfer purchase and sale of immediately available funds to the Company, the Company shall, at its option, deliver a certificate evidencing each of the Sponsor Warrants purchased on such date duly registered in and the Purchaser’s name to Additional Sponsor Warrants shall take place at the Purchaseroffices of Ellenoff ▇▇▇▇▇▇▇▇ & Schole LLP, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, or effect such delivery in book-entry formother place as may be agreed upon by the parties hereto.

Purchase and Sale of the Sponsor Warrants. (i) At least one business day prior to On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,333,334 7,000,000 Sponsor Warrants at a price of $1.50 1.00 per warrant for an aggregate purchase price of $9,500,000 7,000,000 (the “Purchase Price”), which shall be paid 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. On the Initial Closing Date, upon following the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and, ,” and each Over-allotment Closing Date (if any) together with and the Initial Closing Date, Date being sometimes referred to herein as a “Closing Date,” or the “Closing Dates”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to an aggregate of 750,000 Sponsor Warrants at a price of $1.50 1.00 per warrant for an aggregate purchase price of up to $1,125,000 750,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company at least one day prior to the Over-allotment Closing Date in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon following the payment by the Purchaser of the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company, the Company shall, at its option, deliver a certificate to the Purchaser evidencing the Sponsor 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 Sponsor Warrants. (i) At least one business day prior to On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,333,334 3,000,000 Sponsor Warrants at a price of $1.50 2.00 per warrant for an aggregate purchase price of $9,500,000 6,000,000 (the “Purchase Price”), which shall be paid 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. On the Initial Closing Date, upon following the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the any closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and, ,” and each Over-allotment Closing Date (if any) together with and the Initial Closing Date, Date being sometimes referred to herein as a “Closing Date,” or the “Closing Dates”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 750,000 an aggregate of 300,000 Sponsor Warrants Warrants, in the same proportion as the amount of the option that is then so exercised, at a price of $1.50 2.00 per warrant for an aggregate purchase price of up to $1,125,000 600,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company at least one day prior to such Over-allotment Closing Date in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon following the payment by the Purchaser of the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company, the Company shallCompany, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Sponsor Warrants. (i) At As payment in full for the 8,229,167Sponsor Warrants being purchased under this Agreement, Purchaser shall pay $8,229,167 (the “Purchase Price”), by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the trust account (the “Trust Account”) at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, at least one (1) business day prior to the consummation date of effectiveness of the Registration Statement. (ii) In the event that the over-allotment option is exercised in full or in part, Purchaser shall purchase up to an additional 984,375 Sponsor Warrants (the “Additional Sponsor Warrants”), in the same proportion as the amount of the over-allotment option that is exercised, and simultaneously with such purchase of Additional Sponsor Warrants, as payment in full for the Additional Sponsor Warrants being purchased hereunder, and at least one (1) business day prior to the closing of all or any portion of the over-allotment option, Purchaser shall pay $1.00 per Additional Sponsor Warrant, up to an aggregate amount of $984,375, by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the Trust Account. (iii) The closing of the purchase and sale of the Sponsor Warrants shall take place simultaneously with the closing of the Public Offering (the “Initial Closing Date”). The closing of the purchase and sale of the Additional Sponsor Warrants, the Company if applicable, shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,333,334 Sponsor Warrants at a price of $1.50 per warrant for an aggregate purchase price of $9,500,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance take place simultaneously with the Company’s wiring instructions. On the Initial Closing Date, upon the payment by the Purchaser closing of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, all or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing any portion of the over-allotment option in connection with the Public Offering or on (such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such closing date, an “Over-allotment Closing Date”, and, each Over-allotment Closing Date (if any) together with the Initial Closing Date, being sometimes referred to herein as the “Closing Dates” and each, a “Closing Date,” or the “Closing Dates”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 750,000 Sponsor Warrants at a price of $1.50 per warrant for an aggregate purchase price of up to $1,125,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser The closing of the Over-allotment Purchase Price by wire transfer purchase and sale of immediately available funds to the Company, the Company shall, at its option, deliver a certificate evidencing each of the Sponsor Warrants purchased on such date duly registered in and the Purchaser’s name to Additional Sponsor Warrants shall take place at the Purchaseroffices of Ellenoff G▇▇▇▇▇▇▇ & Schole LLP, 1▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, or effect such delivery in book-entry formother place as may be agreed upon by the parties hereto.

Purchase and Sale of the Sponsor Warrants. (i) At least one business day prior to On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,333,334 6,000,000 Sponsor Warrants at a price of $1.50 1.00 per warrant for an aggregate purchase price of $9,500,000 6,000,000.00 (the “Purchase Price”), which shall be paid 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. On the Initial Closing Date, upon following the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form. (ii) . On the date of the consummation of the any closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and, ,” and each Over-allotment Closing Date (if any) together with and the Initial Closing Date, Date being sometimes referred to herein as a “Closing Date,” or the “Closing Dates”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 750,000 an aggregate of 600,000 Sponsor Warrants Warrants, in the same proportion as the amount of the option that is then so exercised, at a price of $1.50 1.00 per warrant for an aggregate purchase price of up to $1,125,000 600,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company at least one day prior to such Over-allotment Closing Date in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon following the payment by the Purchaser of the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company, the Company shallCompany, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Sponsor Warrants. (i) At least one business day prior to On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,333,334 18,000,000 Sponsor Warrants at a price of $1.50 0.50 per warrant for an aggregate purchase price of $9,500,000 9,000,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an the “Over-allotment Closing Date”, and, each Over-allotment Closing Date (if any) and together with the Initial Closing Date, being sometimes referred to herein as a “Closing Date,” or the “Closing Dates”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 750,000 2,100,000 Sponsor Warrants at a price of $1.50 0.50 per warrant for an aggregate purchase price of up to $1,125,000 1,050,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company, the Company shall, at its option, deliver a certificate evidencing the Sponsor 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 Sponsor Warrants. (i) At least On the date that is one business day prior to 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 “Initial Closing Date”), the Company shall issue and sell to the PurchaserPurchasers, and the Purchaser Purchasers shall purchase from the Company, 6,333,334 the Sponsor Warrants at a price of $1.50 0.50 per warrant for an aggregate purchase price of $9,500,000 5,450,000 (the “Purchase Price”), allocated among the Purchasers as set forth in Schedule A hereto, which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions. On the Initial Closing Date, upon the payment by the Purchaser Purchasers of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, Company shall deliver a certificate certificates evidencing the Sponsor Warrants purchased on such date duly registered in the Purchaser’s name Purchasers’ names to the Purchaser, or effect such delivery in book-entry formPurchasers. (ii) On the date that is one business day prior to the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser Purchasers and the Company (each such date, an the “Over-allotment Closing Date”, and, each Over-allotment Closing Date (if any) and together with the Initial Closing Date, being sometimes referred to herein as a “Closing Date,” or the “Closing Dates”), the Company shall issue and sell to the PurchaserPurchasers, and the Purchaser Purchasers shall purchase from the Company, up in an amount proportionate to 750,000 the percentage exercised of the over-allotment option, the Sponsor Warrants at a price of $1.50 0.50 per warrant for an aggregate purchase price of up to $1,125,000 550,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), allocated among the Purchasers as set forth in Schedule A hereto, which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser Purchasers of the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company, the Company shall, at its option, shall deliver a certificate certificates evidencing the Sponsor Warrants purchased on such date duly registered in the Purchaser’s name Purchasers’ names to the Purchaser, or effect such delivery in book-entry formPurchasers.

Purchase and Sale of the Sponsor Warrants. (i) At least one business day prior to On the date of the initial consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,333,334 11,333,333 Sponsor Warrants at a price of $1.50 per warrant for an aggregate purchase price of up to $9,500,000 17,000,000 (such aggregate purchase price for such Sponsor Warrants, the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company at least one (1) business day prior to the effective date of the Registration Statement in accordance with the Company’s wiring instructions. On the Initial Closing Date, upon the payment instructions provided by the Purchaser of the Purchase Price by wire transfer of immediately available funds Company to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option Option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and, ,” and each Over-allotment Closing Date (if any) together with and the Initial IPO Closing Date, being sometimes referred to herein as a “Closing Date,” or the “Closing Dates”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 750,000 1,500,000 Sponsor Warrants (or, to the extent the Option is not exercised in full, a lesser number of Sponsor Warrants in proportion to the portion of the Option that is then exercised) at a price of $1.50 per warrant for an aggregate purchase price of up to $1,125,000 2,250,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (such aggregate purchase price for such Sponsor Warrants, the “Over-allotment Purchase Price”), which shall be 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 Company’s wiring instructions. instructions provided by the Company to Purchaser. (iii) On the Over-allotment each Closing Date, upon following the payment by the Purchaser of the Purchase Price or Over-allotment Allotment Purchase Price Price, as applicable, by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, the Company shallCompany, at its option, shall deliver a certificate to the Purchaser evidencing the Sponsor Warrants purchased on such date Closing Date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Sponsor Warrants. (i) At least one business day prior to Simultaneous with the consummation of the Public Offering (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,333,334 5,500,000 Sponsor Warrants at a price of $1.50 1.00 per warrant for an aggregate purchase price of $9,500,000 5,500,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, Company shall deliver a certificate evidencing the Base Sponsor Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) On the date of Simultaneous with the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by (the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and, each Over-allotment Closing Date (if any) and together with the Initial Closing Date, being sometimes referred to herein as a “Closing Date,” or the “Closing Dates”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 750,000 the Sponsor Warrants at a price of $1.50 1.00 per warrant for an aggregate purchase price of up to $1,125,000 562,500 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company, the Company shall, at its option, shall deliver a certificate evidencing the Additional Sponsor 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 Sponsor Warrants. (i) At least one business day prior to On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,333,334 7,376,330 Sponsor Warrants at a price of $1.50 per warrant for an aggregate purchase price of $9,500,000 11,064,495 (the “Purchase Price”), which shall be paid 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. On the Initial Closing Date, upon following the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the any closing of the over-allotment option option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and, ,” and each Over-allotment Closing Date (if any) together with and the Initial Closing Date, Date being sometimes referred to herein as a “Closing Date,” or the “Closing Dates”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 750,000 an aggregate of 840,000 Sponsor Warrants Warrants, in the same proportion as the amount of the option that is then so exercised, at a price of $1.50 per warrant for an aggregate purchase price of up to $1,125,000 1,260,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company at least one day prior to such Over-allotment Closing Date in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon following the payment by the Purchaser of the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company, the Company shallCompany, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Sponsor Warrants. (i) At least one business day prior to On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,333,334 3,500,000 Sponsor Warrants at a price of $1.50 1.00 per warrant for an aggregate purchase price of $9,500,000 3,500,000 (the “Purchase Price”), which shall be paid 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. On the Initial Closing Date, upon following the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form. (ii) On the date of the any consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and, ,” and each Over-allotment Closing Date (if any) together with and the Initial Closing Date, Date being sometimes referred to herein as a “Closing Date,” or the “Closing Dates”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 750,000 an aggregate of 450,000 Sponsor Warrants Warrants, in the same proportion as the amount of the option that is then so exercised, at a price of $1.50 1.00 per warrant for an aggregate purchase price of up to $1,125,000 450,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company at least one day prior to the Over-allotment Closing Date in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon following the payment by the Purchaser of the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company, the Company shall, at its option, deliver a certificate to the Purchaser evidencing the Sponsor 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 Sponsor Warrants. (i) At least one business day prior to the consummation of the Public Offering (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,333,334 3,400,000 Sponsor Warrants at a price of $1.50 2.00 per warrant for an aggregate purchase price of $9,500,000 6,800,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and, each Over-allotment Closing Date (if any) together with the Initial Closing Date, being sometimes referred to herein as a “Closing Date,” or the “Closing Dates”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 750,000 360,000 Sponsor Warrants at a price of $1.50 2.00 per warrant for an aggregate purchase price of up to $1,125,000 720,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company, the Company shall, at its option, deliver a certificate evidencing the Sponsor 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 Sponsor Warrants. (i) At least one business day prior to On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,333,334 10,500,000 Sponsor Warrants at a price of $1.50 1.00 per warrant for an aggregate purchase price of $9,500,000 10,500,000 (the “Purchase Price”), which shall be paid to a segregated trust account located at all times in the United States (the “Trust Account”) by wire transfer of immediately available funds at least one (1) day prior to the Company IPO Closing Date in accordance with the Company’s wiring instructions. On the Initial IPO Closing Date, upon following the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the any closing of the over-allotment option option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and, and each Over-allotment Closing Date (if any) together with and the Initial IPO Closing Date, being sometimes referred to herein as a “Closing Date,” or the “Closing Dates”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 750,000 1,200,000 Sponsor Warrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Sponsor Warrants in proportion to the portion of the over-allotment option that is exercised) at a price of $1.50 1.00 per warrant for an aggregate purchase price of up to $1,125,000 (if the over-allotment option in connection with the Public Offering is exercised in full) 1,200,000 (the “Over-allotment Purchase Price”), which . The Purchaser shall be paid pay the Over-allotment Purchase Price to the Trust Account by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions, at least one (1) business day prior to such Over-allotment Closing Date. On the Over-allotment Closing Date, upon following the payment by the Purchaser of the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company, the Company shallCompany, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form.

Purchase and Sale of the Sponsor Warrants. (i) At least one business day prior to On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,333,334 6,765,000 Sponsor Warrants at a price of $1.50 1.00 per warrant for an aggregate purchase price of $9,500,000 6,765,000 (the “Purchase Price”), which shall be paid 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. On the Initial Closing Date, upon following the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the any closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and, ,” and each Over-allotment Closing Date (if any) together with and the Initial Closing Date, Date being sometimes referred to herein as a “Closing Date,” or the “Closing Dates”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 750,000 an aggregate of 600,000 Sponsor Warrants Warrants, in the same proportion as the amount of the option that is then so exercised, at a price of $1.50 1.00 per warrant for an aggregate purchase price of up to $1,125,000 600,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company at least one day prior to such Over-allotment Closing Date in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon following the payment by the Purchaser of the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company, the Company shallCompany, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Sponsor Warrants. (i) At As payment in full for the 4,480,000 Sponsor Warrants being purchased under this Agreement, Purchaser shall pay $4,480,000 (the “Purchase Price”), by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the trust account (the “Trust Account”) at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, at least one (1) business day prior to the consummation date of effectiveness of the Registration Statement. (ii) In the event that the over-allotment option is exercised in full, Purchaser shall purchase up to an additional 432,000 Sponsor Warrants (the “Additional Sponsor Warrants”), in the same proportion as the amount of the over-allotment option that is exercised, and simultaneously with such purchase of Additional Sponsor Warrants, as payment in full for the Additional Sponsor Warrants being purchased hereunder, and at least one (1) business day prior to the closing of all or any portion of the over-allotment option, Purchaser shall each pay $1.00 per Additional Sponsor Warrant, up to an aggregate amount of $432,000, by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the Trust Account. (iii) The closing of the purchase and sale of the Sponsor Warrants shall take place simultaneously with the closing of the Public Offering (the “Initial Closing Date”). The closing of the purchase and sale of the Additional Sponsor Warrants, the Company if applicable, shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,333,334 Sponsor Warrants at a price of $1.50 per warrant for an aggregate purchase price of $9,500,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance take place simultaneously with the Company’s wiring instructions. On the Initial Closing Date, upon the payment by the Purchaser closing of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, all or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing any portion of the over-allotment option in connection with the Public Offering or on (such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such closing date, an “Over-allotment Closing Date”, and, each Over-allotment Closing Date (if any) together with the Initial Closing Date, being sometimes referred to herein as the “Closing Dates” and each, a “Closing Date,” or the “Closing Dates”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 750,000 Sponsor Warrants at a price of $1.50 per warrant for an aggregate purchase price of up to $1,125,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser The closing of the Over-allotment Purchase Price by wire transfer purchase and sale of immediately available funds to the Company, the Company shall, at its option, deliver a certificate evidencing each of the Sponsor Warrants purchased on such date duly registered in and the Purchaser’s name to Additional Sponsor Warrants shall take place at the Purchaseroffices of ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP, ▇▇▇ ▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇, or effect such delivery in book-entry formother place as may be agreed upon by the parties hereto.

Purchase and Sale of the Sponsor Warrants. (i) At As payment in full for the 3,145,000 Firm Sponsor Warrants being purchased under this Agreement, Purchaser shall pay $3,445,000 (the “Purchase Price”), by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the trust account (the “Trust Account”) at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, at least one (1) business day prior to the consummation date of effectiveness of the Registration Statement. (ii) In the event that the over-allotment option is exercised in full or in part, Purchaser shall purchase up to an additional 300,000 Additional Sponsor Warrants, in the same proportion as the amount of the over-allotment option that is exercised, and simultaneously with such purchase of Additional Sponsor Warrants, as payment in full for the Additional Sponsor Warrants being purchased hereunder, and at least one (1) business day prior to the closing of all or any portion of the over-allotment option, Purchaser shall pay $1.00 per Additional Sponsor Warrant, up to an aggregate amount of $300,000, by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the Trust Account. (iii) The closing of the purchase and sale of the Firm Sponsor Warrants shall take place simultaneously with the closing of the Public Offering (the “Initial Closing Date”). The closing of the purchase and sale of the Additional Sponsor Warrants, the Company if applicable, shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,333,334 Sponsor Warrants at a price of $1.50 per warrant for an aggregate purchase price of $9,500,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance take place simultaneously with the Company’s wiring instructions. On the Initial Closing Date, upon the payment by the Purchaser closing of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, all or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing any portion of the over-allotment option in connection with the Public Offering or on exercise (such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such closing date, an “Over-allotment Closing Date”, and, each Over-allotment Closing Date (if any) together with the Initial Closing Date, being sometimes referred to herein as the “Closing Dates” and each, a “Closing Date,” or the “Closing Dates”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 750,000 Sponsor Warrants at a price of $1.50 per warrant for an aggregate purchase price of up to $1,125,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser The closing of the Over-allotment Purchase Price by wire transfer purchase and sale of immediately available funds to the Company, the Company shall, at its option, deliver a certificate evidencing each of the Sponsor Warrants purchased on such date duly registered in and the Purchaser’s name to Additional Sponsor Warrants shall take place at the Purchaseroffices of EG&S, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, or effect such delivery in book-entry formother place as may be agreed upon by the parties hereto.

Purchase and Sale of the Sponsor Warrants. (i) At least one business day prior to the consummation of the Public Offering (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,333,334 6,250,000 Sponsor Warrants at a price of $1.50 2.00 per warrant for an aggregate purchase price of $9,500,000 12,500,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and, each Over-allotment Closing Date (if any) together with the Initial Closing Date, being sometimes referred to herein as a “Closing Date,” or the “Closing Dates”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 750,000 787,500 Sponsor Warrants at a price of $1.50 2.00 per warrant for an aggregate purchase price of up to $1,125,000 1,575,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company, the Company shall, at its option, deliver a certificate evidencing the Sponsor 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 Sponsor Warrants. (i) At least one business day prior to the consummation of the Public Offering (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,333,334 8,500,000 Sponsor Warrants at a price of $1.50 2.00 per warrant for an aggregate purchase price of $9,500,000 17,000,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and, each Over-allotment Closing Date (if any) together with the Initial Closing Date, being sometimes referred to herein as a “Closing Date,” or the “Closing Dates”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 750,000 1,125,000 Sponsor Warrants at a price of $1.50 2.00 per warrant for an aggregate purchase price of up to $1,125,000 2,250,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company, the Company shall, at its option, deliver a certificate evidencing the Sponsor 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 Sponsor Warrants. (i) At least one business day prior to the consummation of the Public Offering (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,333,334 13,750,000 Sponsor Warrants at a price of $1.50 1.00 per warrant for an aggregate purchase price of $9,500,000 13,750,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and, each Over-allotment Closing Date (if any) together with the Initial Closing Date, being sometimes referred to herein as a “Closing Date,” or the “Closing Dates”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 750,000 1,200,000 Sponsor Warrants at a price of $1.50 1.00 per warrant for an aggregate purchase price of up to $1,125,000 1,200,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company, the Company shall, at its option, deliver a certificate evidencing the Sponsor 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 Sponsor Warrants. (i) At As payment in full for the 4,750,000 Sponsor Warrants being purchased under this Agreement, Purchaser shall pay $4,750,000 (the “Purchase Price”), by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the trust account (the “Trust Account”) at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, at least one (1) business day prior to the consummation date of effectiveness of the Registration Statement. (ii) In the event that the over-allotment option is exercised in full or in part, Purchaser shall purchase up to an additional 450,000 Sponsor Warrants (the “Additional Sponsor Warrants”), in the same proportion as the amount of the over-allotment option that is exercised, and simultaneously with such purchase of Additional Sponsor Warrants, as payment in full for the Additional Sponsor Warrants being purchased hereunder, and at least one (1) business day prior to the closing of all or any portion of the over-allotment option, Purchaser shall pay $1.00 per Additional Sponsor Warrant, up to an aggregate amount of $450,000, by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the Trust Account. (iii) The closing of the purchase and sale of the Sponsor Warrants shall take place simultaneously with the closing of the Public Offering (the “Initial Closing Date”). The closing of the purchase and sale of the Additional Sponsor Warrants, the Company if applicable, shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,333,334 Sponsor Warrants at a price of $1.50 per warrant for an aggregate purchase price of $9,500,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance take place simultaneously with the Company’s wiring instructions. On the Initial Closing Date, upon the payment by the Purchaser closing of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, all or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing any portion of the over-allotment option in connection with the Public Offering or on (such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such closing date, an “Over-allotment Closing Date”, and, each Over-allotment Closing Date (if any) together with the Initial Closing Date, being sometimes referred to herein as the “Closing Dates” and each, a “Closing Date,” or the “Closing Dates”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 750,000 Sponsor Warrants at a price of $1.50 per warrant for an aggregate purchase price of up to $1,125,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser The closing of the Over-allotment Purchase Price by wire transfer purchase and sale of immediately available funds to the Company, the Company shall, at its option, deliver a certificate evidencing each of the Sponsor Warrants purchased on such date duly registered in and the Purchaser’s name to Additional Sponsor Warrants shall take place at the Purchaseroffices of Ellenoff ▇▇▇▇▇▇▇▇ & Schole LLP, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, or effect such delivery in book-entry formother place as may be agreed upon by the parties hereto.

Purchase and Sale of the Sponsor Warrants. (i) At As payment in full for the 7,750,000 Sponsor Warrants being purchased under this Agreement, Purchaser shall pay $7,750,000 (the “Purchase Price”), by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the trust account (the “Trust Account”) at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, at least one (1) business day prior to the consummation date of effectiveness of the Registration Statement. (ii) In the event that the over-allotment option is exercised in full or in part, Purchaser shall purchase up to an additional 900,000 Sponsor Warrants (the “Additional Sponsor Warrants”), in the same proportion as the amount of the over-allotment option that is exercised, and simultaneously with such purchase of Additional Sponsor Warrants, as payment in full for the Additional Sponsor Warrants being purchased hereunder, and at least one (1) business day prior to the closing of all or any portion of the over-allotment option, Purchaser shall pay $1.00 per Additional Sponsor Warrant, up to an aggregate amount of $900,000, by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the Trust Account. (iii) The closing of the purchase and sale of the Sponsor Warrants shall take place simultaneously with the closing of the Public Offering (the “Initial Closing Date”). The closing of the purchase and sale of the Additional Sponsor Warrants, the Company if applicable, shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,333,334 Sponsor Warrants at a price of $1.50 per warrant for an aggregate purchase price of $9,500,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance take place simultaneously with the Company’s wiring instructions. On the Initial Closing Date, upon the payment by the Purchaser closing of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, all or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing any portion of the over-allotment option in connection with the Public Offering or on (such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such closing date, an “Over-allotment Closing Date”, and, each Over-allotment Closing Date (if any) together with the Initial Closing Date, being sometimes referred to herein as the “Closing Dates” and each, a “Closing Date,” or the “Closing Dates”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 750,000 Sponsor Warrants at a price of $1.50 per warrant for an aggregate purchase price of up to $1,125,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser The closing of the Over-allotment Purchase Price by wire transfer purchase and sale of immediately available funds to the Company, the Company shall, at its option, deliver a certificate evidencing each of the Sponsor Warrants purchased on such date duly registered in and the Purchaser’s name to Additional Sponsor Warrants shall take place at the Purchaseroffices of Ellenoff G▇▇▇▇▇▇▇ & Schole LLP, 1▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, or effect such delivery in book-entry formother place as may be agreed upon by the parties hereto.

Purchase and Sale of the Sponsor Warrants. (i) At least one business day prior to On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,333,334 9,000,000 Sponsor Warrants at a price of $1.50 per warrant for an aggregate purchase price of $9,500,000 13,500,000 (the “Purchase Price”), which shall be paid 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. On the Initial Closing Date, upon following the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the any closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and, ,” and each Over-allotment Closing Date (if any) together with and the Initial Closing Date, Date being sometimes referred to herein as a “Closing Date,” or the “Closing Dates”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 750,000 an aggregate of 1,000,000 Sponsor Warrants Warrants, in the same proportion as the amount of the option that is then so exercised, at a price of $1.50 per warrant for an aggregate purchase price of up to $1,125,000 1,500,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company at least one day prior to such Over-allotment Closing Date in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon following the payment by the Purchaser of the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company, the Company shallCompany, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Sponsor Warrants. (i) At As payment in full for the 10,000,000 Sponsor Warrants being purchased under this Agreement, Purchaser shall pay $10,000,000 (the “Purchase Price”), by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the trust account (the “Trust Account”) at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, at least one (1) business day prior to the consummation date of effectiveness of the Registration Statement. (ii) In the event that the over-allotment option is exercised in full or in part, Purchaser shall purchase up to an additional 1,237,500 Sponsor Warrants (the “Additional Sponsor Warrants”), in the same proportion as the amount of the over-allotment option that is exercised, and simultaneously with such purchase of Additional Sponsor Warrants, as payment in full for the Additional Sponsor Warrants being purchased hereunder, and at least one (1) business day prior to the closing of all or any portion of the over-allotment option, Purchaser shall pay $1.00 per Additional Sponsor Warrant, up to an aggregate amount of $1,237,500, by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the Trust Account. (iii) The closing of the purchase and sale of the Sponsor Warrants shall take place simultaneously with the closing of the Public Offering (the “Initial Closing Date”). The closing of the purchase and sale of the Additional Sponsor Warrants, the Company if applicable, shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,333,334 Sponsor Warrants at a price of $1.50 per warrant for an aggregate purchase price of $9,500,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance take place simultaneously with the Company’s wiring instructions. On the Initial Closing Date, upon the payment by the Purchaser closing of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, all or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing any portion of the over-allotment option in connection with the Public Offering or on (such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such closing date, an “Over-allotment Closing Date”, and, each Over-allotment Closing Date (if any) together with the Initial Closing Date, being sometimes referred to herein as the “Closing Dates” and each, a “Closing Date,” or the “Closing Dates”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 750,000 Sponsor Warrants at a price of $1.50 per warrant for an aggregate purchase price of up to $1,125,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser The closing of the Over-allotment Purchase Price by wire transfer purchase and sale of immediately available funds to the Company, the Company shall, at its option, deliver a certificate evidencing each of the Sponsor Warrants purchased on such date duly registered in and the Purchaser’s name to Additional Sponsor Warrants shall take place at the Purchaseroffices of Ellenoff G▇▇▇▇▇▇▇ & Schole LLP, 1▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, or effect such delivery in book-entry formother place as may be agreed upon by the parties hereto.

Purchase and Sale of the Sponsor Warrants. (i) At least one business day prior to On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,333,334 3,225,000 Sponsor Warrants at a price of $1.50 per warrant for an aggregate purchase price of $9,500,000 4,837,500 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company at least one day prior to the IPO Closing Date in accordance with the Company’s wiring instructions. On the Initial IPO Closing Date, upon following the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the any closing of the over-allotment option option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and, and each Over-allotment Closing Date (if any) together with and the Initial IPO Closing Date, being sometimes referred to herein as a “Closing Date,” or the “Closing Dates”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 750,000 225,000 Sponsor Warrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Sponsor Warrants in proportion to the portion of the over-allotment option that is exercised) at a price of $1.50 per warrant for an aggregate purchase price of up to $1,125,000 (if the over-allotment option in connection with the Public Offering is exercised in full) 337,500 (the “Over-allotment Purchase Price”), which . The Purchaser shall be paid pay the Over-allotment Purchase Price to the Trust Account by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions, at least one (1) business day prior to such Over-allotment Closing Date. On the Over-allotment Closing Date, upon following the payment by the Purchaser of the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company, the Company shallCompany, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form.

Purchase and Sale of the Sponsor Warrants. (i) At least one business day prior to On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,333,334 11,000,000 Sponsor Warrants at a price of $1.50 0.50 per warrant for an aggregate purchase price of $9,500,000 5,500,000 (the “Purchase Price”), which shall be paid 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. On the Initial Closing Date, upon following the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form. (ii) On the date of the any consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and, ,” and each Over-allotment Closing Date (if any) together with and the Initial Closing Date, Date being sometimes referred to herein as a “Closing Date,” or the “Closing Dates”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 750,000 an aggregate of 675,000 additional Sponsor Warrants Warrants, in the same proportion as the amount of the option that is then so exercised, at a price of $1.50 0.50 per warrant for an aggregate purchase price of up to $1,125,000 337,500 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company at least one day prior to the Over-allotment Closing Date in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon following the payment by the Purchaser of the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company, the Company shall, at its option, deliver a certificate to the Purchaser evidencing the Sponsor 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 Sponsor Warrants. (i) At As payment in full for the 5,416,667 Sponsor Warrants being purchased under this Agreement, Purchaser shall pay $5,416,667 (the “Purchase Price”), by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the trust account (the “Trust Account”) at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, at least one (1) business day prior to the consummation date of effectiveness of the Registration Statement. (ii) In the event that the over-allotment option is exercised in full or in part, Purchaser shall purchase up to an additional 562,500 Sponsor Warrants (the “Additional Sponsor Warrants”), in the same proportion as the amount of the over-allotment option that is exercised, and simultaneously with such purchase of Additional Sponsor Warrants, as payment in full for the Additional Sponsor Warrants being purchased hereunder, and at least one (1) business day prior to the closing of all or any portion of the over-allotment option, Purchaser shall pay $1.00 per Additional Sponsor Warrant, up to an aggregate amount of $562,500, by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the Trust Account. (iii) The closing of the purchase and sale of the Sponsor Warrants shall take place simultaneously with the closing of the Public Offering (the “Initial Closing Date”). The closing of the purchase and sale of the Additional Sponsor Warrants, the Company if applicable, shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,333,334 Sponsor Warrants at a price of $1.50 per warrant for an aggregate purchase price of $9,500,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance take place simultaneously with the Company’s wiring instructions. On the Initial Closing Date, upon the payment by the Purchaser closing of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, all or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing any portion of the over-allotment option in connection with the Public Offering or on (such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such closing date, an “Over-allotment Closing Date”, and, each Over-allotment Closing Date (if any) together with the Initial Closing Date, being sometimes referred to herein as the “Closing Dates” and each, a “Closing Date,” or the “Closing Dates”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 750,000 Sponsor Warrants at a price of $1.50 per warrant for an aggregate purchase price of up to $1,125,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser The closing of the Over-allotment Purchase Price by wire transfer purchase and sale of immediately available funds to the Company, the Company shall, at its option, deliver a certificate evidencing each of the Sponsor Warrants purchased on such date duly registered in and the Purchaser’s name to Additional Sponsor Warrants shall take place at the Purchaseroffices of Ellenoff ▇▇▇▇▇▇▇▇ & Schole LLP, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, or effect such delivery in book-entry formother place as may be agreed upon by the parties hereto.

Purchase and Sale of the Sponsor Warrants. (i) At least one business day prior to On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,333,334 5,333,333 Sponsor Warrants at a price of $1.50 per warrant for an aggregate purchase price of $9,500,000 8,000,000 (the “Purchase Price”), which shall be paid 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. On the Initial Closing Date, upon following the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form. (ii) On the date of the any consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and, ,” and each Over-allotment Closing Date (if any) together with and the Initial Closing Date, Date being sometimes referred to herein as a “Closing Date,” or the “Closing Dates”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 750,000 an aggregate of 600,000 additional Sponsor Warrants Warrants, in the same proportion as the amount of the option that is then so exercised, at a price of $1.50 per warrant for an aggregate purchase price of up to $1,125,000 900,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company at least one day prior to the Over-allotment Closing Date in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon following the payment by the Purchaser of the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company, the Company shall, at its option, deliver a certificate to the Purchaser evidencing the Sponsor 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 Sponsor Warrants. (i) At least one business day prior to On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,333,334 7,000,000 Sponsor Warrants at a price of $1.50 1.00 per warrant for an aggregate purchase price of $9,500,000 7,750,000 (the “Purchase Price”), which shall be paid 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. On the Initial Closing Date, upon following the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and, ,” and each Over-allotment Closing Date (if any) together with and the Initial Closing Date, Date being sometimes referred to herein as a “Closing Date,” or the “Closing Dates”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 750,000 Sponsor Warrants at a price of $1.50 1.00 per warrant for an aggregate purchase price of up to $1,125,000 750,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company at least one day prior to the Over-allotment Closing Date in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon following the payment by the Purchaser of the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company, the Company shall, at its option, deliver a certificate to the Purchaser evidencing the Sponsor 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 Sponsor Warrants. (i) At least one business day prior to the consummation of the Public Offering (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,333,334 8,250,000 Sponsor Warrants at a price of $1.50 2.00 per warrant for an aggregate purchase price of $9,500,000 16,500,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and, each Over-allotment Closing Date (if any) together with the Initial Closing Date, being sometimes referred to herein as a “Closing Date,” or the “Closing Dates”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 750,000 1,087,500 Sponsor Warrants at a price of $1.50 2.00 per warrant for an aggregate purchase price of up to $1,125,000 2,175,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company, the Company shall, at its option, deliver a certificate evidencing the Sponsor 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 Sponsor Warrants. (i) At As payment in full for the 6,250,000 Sponsor Warrants being purchased under this Agreement, Purchaser shall pay $6,250,000 (the “Purchase Price”), by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the trust account (the “Trust Account”) at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, at least one (1) business day prior to the consummation date of effectiveness of the Registration Statement. (ii) In the event that the over-allotment option is exercised in full or in part, Purchaser shall purchase up to an additional 562,500 Sponsor Warrants (the “Additional Sponsor Warrants”), in the same proportion as the amount of the over-allotment option that is exercised, and simultaneously with such purchase of Additional Sponsor Warrants, as payment in full for the Additional Sponsor Warrants being purchased hereunder, and at least one (1) business day prior to the closing of all or any portion of the over-allotment option, Purchaser shall pay $1.00 per Additional Sponsor Warrant, up to an aggregate amount of $562,500, by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the Trust Account. (iii) The closing of the purchase and sale of the Sponsor Warrants shall take place simultaneously with the closing of the Public Offering (the “Initial Closing Date”). The closing of the purchase and sale of the Additional Sponsor Warrants, the Company if applicable, shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,333,334 Sponsor Warrants at a price of $1.50 per warrant for an aggregate purchase price of $9,500,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance take place simultaneously with the Company’s wiring instructions. On the Initial Closing Date, upon the payment by the Purchaser closing of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, all or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing any portion of the over-allotment option in connection with the Public Offering or on (such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such closing date, an “Over-allotment Closing Date”, and, each Over-allotment Closing Date (if any) together with the Initial Closing Date, being sometimes referred to herein as the “Closing Dates” and each, a “Closing Date,” or the “Closing Dates”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 750,000 Sponsor Warrants at a price of $1.50 per warrant for an aggregate purchase price of up to $1,125,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser The closing of the Over-allotment Purchase Price by wire transfer purchase and sale of immediately available funds to the Company, the Company shall, at its option, deliver a certificate evidencing each of the Sponsor Warrants purchased on such date duly registered in and the Purchaser’s name to Additional Sponsor Warrants shall take place at the Purchaseroffices of Ellenoff ▇▇▇▇▇▇▇▇ & Schole LLP, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, or effect such delivery in book-entry formother place as may be agreed upon by the parties hereto.

Purchase and Sale of the Sponsor Warrants. (i) At As payment in full for the 5,666,667 Sponsor Warrants being purchased under this Agreement, Purchaser shall pay $8,500,000 (the “Purchase Price”), by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the trust account (the “Trust Account”) at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, at least one (1) business day prior to the consummation Initial Closing Date (as defined below). (ii) In the event that the over-allotment option is exercised in full or in part, Purchaser shall purchase up to an additional 500,000 Sponsor Warrants (the “Additional Sponsor Warrants”), in the same proportion as the amount of the over-allotment option that is exercised, and simultaneously with such purchase of Additional Sponsor Warrants, as payment in full for the Additional Sponsor Warrants being purchased hereunder, and at least one (1) business day prior to the closing of all or any portion of the over-allotment option, Purchaser shall pay $1.50 per Additional Sponsor Warrant, up to an aggregate amount of $750,000, by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the Trust Account. (iii) The closing of the purchase and sale of the Sponsor Warrants shall take place simultaneously with the closing of the Public Offering (the “Initial Closing Date”). The closing of the purchase and sale of the Additional Sponsor Warrants, the Company if applicable, shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,333,334 Sponsor Warrants at a price of $1.50 per warrant for an aggregate purchase price of $9,500,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance take place simultaneously with the Company’s wiring instructions. On the Initial Closing Date, upon the payment by the Purchaser closing of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, all or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing any portion of the over-allotment option in connection with the Public Offering or on (such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such closing date, an “Over-allotment Closing Date”, and, each Over-allotment Closing Date (if any) together with the Initial Closing Date, being sometimes referred to herein as the “Closing Dates” and each, a “Closing Date,” or the “Closing Dates”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 750,000 Sponsor Warrants at a price of $1.50 per warrant for an aggregate purchase price of up to $1,125,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser The closing of the Over-allotment Purchase Price by wire transfer purchase and sale of immediately available funds to the Company, the Company shall, at its option, deliver a certificate evidencing each of the Sponsor Warrants purchased on such date duly registered in and the Purchaser’s name to Additional Sponsor Warrants shall take place at the Purchaseroffices of V▇▇▇▇▇ & E▇▇▇▇▇ L.L.P., 1▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 2500, Houston, Texas 77002, or effect such delivery in book-entry formother place as may be agreed upon by the parties hereto.

Purchase and Sale of the Sponsor Warrants. (i) At least one business day prior to Simultaneously with the consummation initial closing of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,333,334 7,050,000 Sponsor Warrants at a price of $1.50 1.00 per warrant (the “Purchase Price”) for an aggregate purchase price of $9,500,000 (the “Purchase Price”)7,050,000, which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds to the CompanyPrice, the CompanyCompany shall, at its option, deliver to the Purchaser certificates, which shall deliver a certificate include the legend set forth as Exhibit B to the Warrant Agreement (as defined below), evidencing the Sponsor Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-book entry form. (ii) On the date of the consummation of the Simultaneously with any additional closing of the Public Offering in connection with the exercise by the underwriters of their over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Option Closing Date”, and, each Over-allotment Closing Date (if any) ,” together with the Initial Closing Date, being sometimes referred to herein as each a “Closing Date,” or the “Closing Dates”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, additional Sponsor Warrants, at the Purchase Price, in such amount as is necessary to maintain funds held in the Trust Account (as defined below) at $10.10 per Unit, up to 750,000 Sponsor Warrants at a price of $1.50 per warrant for an aggregate purchase price of up to $1,125,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions270,000 additional Sponsor Warrants. On the Over-allotment any Option Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price by wire transfer of immediately available funds to the CompanyPrice, the Company shall, at its option, deliver a certificate to the Purchaser certificates, which shall include the legend set forth as Exhibit B to the Warrant Agreement, evidencing the such additional Sponsor Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-book entry form. For the avoidance of doubt, an Option Closing Date may occur on the same date as the Initial Closing Date.

Purchase and Sale of the Sponsor Warrants. (i) At As payment in full for the 5,000,000 Firm Sponsor Warrants being purchased under this Agreement, Purchaser shall pay an aggregate purchase price of $5,000,000 (the “Purchase Price”), by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the trust account (the “Trust Account”) at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, at least one (1) business day prior to the consummation date of effectiveness of the Registration Statement. (ii) In the event that the over-allotment option is exercised in full or in part, Purchaser shall purchase up to an additional 750,000 Additional Sponsor Warrants, in the same proportion as the amount of the over-allotment option that is exercised, and simultaneously with such purchase of Additional Sponsor Warrants, as payment in full for the Additional Sponsor Warrants being purchased hereunder, and at least one (1) business day prior to the closing of all or any portion of the over-allotment option, Purchaser shall pay $1.00 per Additional Sponsor Warrant, up to an aggregate amount of $750,000, by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the Trust Account. (iii) The closing of the purchase and sale of the Firm Sponsor Warrants shall take place simultaneously with the closing of the Public Offering (the “Initial Closing Date”). The closing of the purchase and sale of the Additional Sponsor Warrants, the Company if applicable, shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,333,334 Sponsor Warrants at a price of $1.50 per warrant for an aggregate purchase price of $9,500,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance take place simultaneously with the Company’s wiring instructions. On the Initial Closing Date, upon the payment by the Purchaser closing of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, all or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing any portion of the over-allotment option in connection with the Public Offering or on exercise (such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such closing date, an “Over-allotment Closing Date”, and, each Over-allotment Closing Date (if any) together with the Initial Closing Date, being sometimes referred to herein as the “Closing Dates” and each, a “Closing Date,” or the “Closing Dates”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 750,000 Sponsor Warrants at a price of $1.50 per warrant for an aggregate purchase price of up to $1,125,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser The closing of the Over-allotment Purchase Price by wire transfer purchase and sale of immediately available funds to the Company, the Company shall, at its option, deliver a certificate evidencing each of the Sponsor Warrants purchased on such date duly registered in and the Purchaser’s name to Additional Sponsor Warrants shall take place at the Purchaseroffices of O▇▇▇▇▇ Frome W▇▇▇▇▇▇ LLP, 1▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, or effect such delivery in book-entry formother place as may be agreed upon by the parties hereto.

Purchase and Sale of the Sponsor Warrants. (i) At least one business day prior to the consummation of the Public Offering (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,333,334 3,866,667 Sponsor Warrants at a price of $1.50 3.00 per warrant for an aggregate purchase price of $9,500,000 11,600,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and, each Over-allotment Closing Date (if any) together with the Initial Closing Date, being sometimes referred to herein as a “Closing Date,” or the “Closing Dates”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 750,000 4,346,667 Sponsor Warrants at a price of $1.50 3.00 per warrant for an aggregate purchase price of up to $1,125,000 13,040,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company, the Company shall, at its option, deliver a certificate evidencing the Sponsor 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 Sponsor Warrants. (i) At As payment in full for the 4,315,000 Sponsor Warrants being purchased under this Agreement, Purchaser shall pay $4,315,000 (the “Purchase Price”), by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the trust account (the “Trust Account”) at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, at least one (1) business day prior to the consummation date of effectiveness of the Registration Statement. (ii) In the event that the over-allotment option is exercised in full, Purchaser shall purchase up to an additional 675,000 Sponsor Warrants (the “Additional Sponsor Warrants”), in the same proportion as the amount of the over-allotment option that is exercised, and simultaneously with such purchase of Additional Sponsor Warrants, as payment in full for the Additional Sponsor Warrants being purchased hereunder, and at least one (1) business day prior to the closing of all or any portion of the over-allotment option, Purchaser shall each pay $1.00 per Additional Sponsor Warrant, up to an aggregate amount of $675,000, by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the Trust Account. (iii) The closing of the purchase and sale of the Sponsor Warrants shall take place simultaneously with the closing of the Public Offering (the “Initial Closing Date”). The closing of the purchase and sale of the Additional Sponsor Warrants, the Company if applicable, shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,333,334 Sponsor Warrants at a price of $1.50 per warrant for an aggregate purchase price of $9,500,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance take place simultaneously with the Company’s wiring instructions. On the Initial Closing Date, upon the payment by the Purchaser closing of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, all or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing any portion of the over-allotment option in connection with the Public Offering or on (such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such closing date, an “Over-allotment Closing Date”, and, each Over-allotment Closing Date (if any) together with the Initial Closing Date, being sometimes referred to herein as the “Closing Dates” and each, a “Closing Date,” or the “Closing Dates”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 750,000 Sponsor Warrants at a price of $1.50 per warrant for an aggregate purchase price of up to $1,125,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser The closing of the Over-allotment Purchase Price by wire transfer purchase and sale of immediately available funds to the Company, the Company shall, at its option, deliver a certificate evidencing each of the Sponsor Warrants purchased on such date duly registered in and the Purchaser’s name to Additional Sponsor Warrants shall take place at the Purchaseroffices of ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP, ▇▇▇ ▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇, or effect such delivery in book-entry formother place as may be agreed upon by the parties hereto.

Purchase and Sale of the Sponsor Warrants. (i) At least one business day prior to On the date of the initial consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,333,334 7,019,607 Sponsor Warrants at a price of $1.50 1.00 per warrant for an (such aggregate purchase price of $9,500,000 (for such Sponsor Warrants, the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company at least one (1) business day prior to such IPO Closing Date in accordance with the Company’s wiring instructions. On the Initial Closing Date, upon the payment instructions provided by the Purchaser of the Purchase Price by wire transfer of immediately available funds Company to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option Option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and, ,” and each Over-allotment Closing Date (if any) together with and the Initial IPO Closing Date, being sometimes referred to herein as a “Closing Date,” or the “Closing Dates”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 750,000 900,000 Sponsor Warrants (or, to the extent the Option is not exercised in full, a lesser number of Sponsor Warrants in proportion to the portion of the Option that is then exercised) at a price of $1.50 1.00 per warrant for an aggregate purchase price of up to $1,125,000 900,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (such aggregate purchase price for such Sponsor Warrants, the “Over-allotment Purchase Price”), which shall be 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 Company’s wiring instructions. instructions provided by the Company to Purchaser. (iii) On the Over-allotment each Closing Date, upon following the payment by the Purchaser of the Purchase Price or Over-allotment Allotment Purchase Price Price, as applicable, by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, the Company shallCompany, at its option, shall deliver a certificate to the Purchaser evidencing the Sponsor Warrants purchased on such date Closing Date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Sponsor Warrants. (i) At least one business day prior to On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,333,334 8,000,000 Sponsor Warrants at a price of $1.50 1.00 per warrant for an aggregate purchase price of $9,500,000 8,000,000 (the “Purchase Price”), which shall be paid 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. On the Initial Closing Date, upon following the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the any closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and, ,” and each Over-allotment Closing Date (if any) together with and the Initial Closing Date, Date being sometimes referred to herein as a “Closing Date,” or the “Closing Dates”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 750,000 an aggregate of 900,000 Sponsor Warrants Warrants, in the same proportion as the amount of the option that is then so exercised, at a price of $1.50 1.00 per warrant for an aggregate purchase price of up to $1,125,000 900,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company at least one day prior to such Over-allotment Closing Date in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon following the payment by the Purchaser of the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company, the Company shallCompany, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Sponsor Warrants. (i) At least one business day prior to the consummation of the Public Offering (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,333,334 3,333,333 Sponsor Warrants at a price of $1.50 3.00 per warrant for an aggregate purchase price of $9,500,000 10,000,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and, each Over-allotment Closing Date (if any) together with the Initial Closing Date, being sometimes referred to herein as a “Closing Date,” or the “Closing Dates”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 750,000 400,000 Sponsor Warrants at a price of $1.50 3.00 per warrant for an aggregate purchase price of up to $1,125,000 1,200,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company, the Company shall, at its option, deliver a certificate evidencing the Sponsor 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 Sponsor Warrants. (i) At least one business day prior to Simultaneous with the consummation of the Public Offering (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,333,334 6,250,000 Sponsor Warrants at a price of $1.50 1.00 per warrant for an aggregate purchase price of $9,500,000 6,250,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructionsinstructions on the date of the effectiveness of the registration statement in connection with the Public Offering. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, Company shall deliver a certificate book-entry position evidencing the Base Sponsor Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) On the date of Simultaneous with the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by (the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and, each Over-allotment Closing Date (if any) and together with the Initial Closing Date, being sometimes referred to herein as a “Closing Date,” or the “Closing Dates”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 750,000 the Sponsor Warrants at a price of $1.50 1.00 per warrant for an aggregate purchase price of up to $1,125,000 675,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructionsinstructions on the date that is one business day prior to the Over-allotment Closing Date. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company, the Company shall, at its option, shall deliver a certificate book-entry position evidencing the Additional Sponsor 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 Sponsor Warrants. (i) At As payment in full for the 10,000,000 Firm Sponsor Warrants being purchased under this Agreement, Purchaser shall pay $5,000,000 (the “Purchase Price”), by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the trust account (the “Trust Account”) at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, at least one (1) business day prior to the consummation date of effectiveness of the Registration Statement. (ii) In the event that the over-allotment option is exercised in full or in part, Purchaser shall purchase up to an additional 900,000 Additional Sponsor Warrants, in the same proportion as the amount of the over-allotment option that is exercised, and simultaneously with such purchase of Additional Sponsor Warrants, as payment in full for the Additional Sponsor Warrants being purchased hereunder, and at least one (1) business day prior to the closing of all or any portion of the over-allotment option, Purchaser shall pay $0.50 per Additional Sponsor Warrant, up to an aggregate amount of $450,000, by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the Trust Account. (iii) The closing of the purchase and sale of the Firm Sponsor Warrants shall take place simultaneously with the closing of the Public Offering (the “Initial Closing Date”). The closing of the purchase and sale of the Additional Sponsor Warrants, the Company if applicable, shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,333,334 Sponsor Warrants at a price of $1.50 per warrant for an aggregate purchase price of $9,500,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance take place simultaneously with the Company’s wiring instructions. On the Initial Closing Date, upon the payment by the Purchaser closing of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, all or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing any portion of the over-allotment option in connection with the Public Offering or on exercise (such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such closing date, an “Over-allotment Closing Date”, and, each Over-allotment Closing Date (if any) together with the Initial Closing Date, being sometimes referred to herein as the “Closing Dates” and each, a “Closing Date,” or the “Closing Dates”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 750,000 Sponsor Warrants at a price of $1.50 per warrant for an aggregate purchase price of up to $1,125,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser The closing of the Over-allotment Purchase Price by wire transfer purchase and sale of immediately available funds to the Company, the Company shall, at its option, deliver a certificate evidencing each of the Sponsor Warrants purchased on such date duly registered in and the Purchaser’s name to Additional Sponsor Warrants shall take place at the Purchaseroffices of Ellenoff G▇▇▇▇▇▇▇ & Schole LLP, 1▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, or effect such delivery in book-entry formother place as may be agreed upon by the parties hereto.

Purchase and Sale of the Sponsor Warrants. (i) At least one business day prior to On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,333,334 6,000,000 Sponsor Warrants at a price of $1.50 1.00 per warrant for an aggregate purchase price of $9,500,000 6,000,000 (the “Purchase Price”), which shall be paid 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. On the Initial Closing Date, upon following the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and, ,” and each Over-allotment Closing Date (if any) together with and the Initial Closing Date, Date being sometimes referred to herein as a “Closing Date,” or the “Closing Dates”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 750,000 600,000 Sponsor Warrants at a price of $1.50 1.00 per warrant for an aggregate purchase price of up to $1,125,000 600,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company at least one day prior to the Over-allotment Closing Date in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon following the payment by the Purchaser of the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company, the Company shall, at its option, deliver a certificate evidencing the Sponsor Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form.

Purchase and Sale of the Sponsor Warrants. (i) At least one business day prior to On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,333,334 3,333,333 Sponsor Warrants at a price of $1.50 per warrant for an aggregate purchase price of $9,500,000 5,000,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company at least one business day prior to the Initial Closing Date in accordance with the Company’s wiring instructions. On the Initial Closing Date, upon receipt by the Company of the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and, ,” and each Over-allotment Closing Date (if any) together with and the Initial Closing Date, Date being sometimes referred to herein as a “Closing Date,” or the “Closing Dates”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 750,000 300,000 Sponsor Warrants at a price of $1.50 per warrant for an aggregate purchase price of up to $1,125,000 450,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company at least one day prior to the Over-allotment Closing Date in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon following receipt by the Company of the payment by the Purchaser of the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company, the Company shall, at its option, deliver a certificate evidencing the Sponsor Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form.

Purchase and Sale of the Sponsor Warrants. (i) At least one business day prior to Simultaneously with the consummation initial closing of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,333,334 6,150,000 Sponsor Warrants at a price of $1.50 1.00 per warrant (the “Purchase Price”) for an aggregate purchase price of $9,500,000 (the “Purchase Price”)6,150,000, which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds to the CompanyPrice, the CompanyCompany shall, at its option, deliver to the Purchaser certificates, which shall deliver a certificate include the legend set forth as Exhibit B to the Warrant Agreement (as defined below), evidencing the Sponsor Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-book entry form. (ii) On the date of the consummation of the Simultaneously with any additional closing of the over-allotment option Public Offering in connection with the exercise by the underwriters in the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Option Closing Date”, and, each Over-allotment Closing Date (if any) ,” together with the Initial Closing Date, being sometimes referred to herein as each a “Closing Date,” or the “Closing Dates”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, additional Sponsor Warrants, at the Purchase Price, in such amount as is necessary to maintain funds held in the Trust Account (as defined below) at $10.10 per Unit, up to 750,000 Sponsor Warrants at a price of $1.50 per warrant for an aggregate purchase price of up to $1,125,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions225,000 additional Sponsor Warrants. On the Over-allotment any Option Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price by wire transfer of immediately available funds to the CompanyPrice, the Company shall, at its option, deliver a certificate to the Purchaser certificates, which shall include the legend set forth as Exhibit B to the Warrant Agreement, evidencing the such additional Sponsor Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-book entry form. For the avoidance of doubt, an Option Closing Date may occur on the same date as the Initial Closing Date.

Purchase and Sale of the Sponsor Warrants. (i) At least one business day prior to On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “"Initial Closing Date”"), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,333,334 3,333,333 Sponsor Warrants at a price of $1.50 per warrant for an aggregate purchase price of $9,500,000 5,000,000 (the “"Purchase Price”"), which shall be paid by wire transfer of immediately available funds to the Company at least one business day prior to the Initial Closing Date in accordance with the Company’s 's wiring instructions. On the Initial Closing Date, upon receipt by the Company of the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased on such date duly registered in the Purchaser’s 's name to the Purchaser, Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “"Over-allotment Closing Date”, and, ," and each Over-allotment Closing Date (if any) together with and the Initial Closing Date, Date being sometimes referred to herein as a “"Closing Date,” or the “Closing Dates”"), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 750,000 300,000 Sponsor Warrants at a price of $1.50 per warrant for an aggregate purchase price of up to $1,125,000 450,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “"Over-allotment Purchase Price”"), which shall be paid by wire transfer of immediately available funds to the Company at least one day prior to the Over-allotment Closing Date in accordance with the Company’s 's wiring instructions. On the Over-allotment Closing Date, upon following receipt by the Company of the payment by the Purchaser of the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company, the Company shall, at its option, deliver a certificate evidencing the Sponsor Warrants purchased on such date duly registered in the Purchaser’s 's name to the Purchaser, Purchaser or effect such delivery in book-entry form.

Purchase and Sale of the Sponsor Warrants. (i) At least one business day prior to On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,333,334 4,666,667 Sponsor Warrants at a price of $1.50 per warrant for an aggregate purchase price of $9,500,000 7,000,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company at least one business day prior to the Closing Date in accordance with the Company’s wiring instructions. On the Initial Closing Date, upon following the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the any closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and, ,” and each Over-allotment Closing Date (if any) together with and the Initial Closing Date, Date being sometimes referred to herein as a “Closing Date,” or the “Closing Dates”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 750,000 an aggregate of 500,000 Sponsor Warrants Warrants, in the same proportion as the amount of the option that is then so exercised, at a price of $1.50 per warrant for an aggregate purchase price of up to $1,125,000 750,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company at least one day prior to such Over-allotment Closing Date in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon following the payment by the Purchaser of the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company, the Company shallCompany, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Sponsor Warrants. (i) At As payment in full for the 3,666,666 Sponsor Warrants being purchased under this Agreement, Purchaser shall pay $5,500,000 (the “Purchase Price”), by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the trust account (the ”Trust Account”) at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, at least one (1) business day prior to the consummation date of effectiveness of the Registration Statement. (ii) In the event that the over-allotment option is exercised in full or in part, Purchaser shall purchase up to an additional 300,000 Sponsor Warrants (the “Additional Sponsor Warrants”), in the same proportion as the amount of the over-allotment option that is exercised, and simultaneously with such purchase of Additional Sponsor Warrants, as payment in full for the Additional Sponsor Warrants being purchased hereunder, and at least one (1) business day prior to the closing of all or any portion of the over-allotment option, Purchaser shall pay $1.50 per Additional Sponsor Warrant, up to an aggregate amount of $450,000, by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the Trust Account. (iii) The closing of the purchase and sale of the Sponsor Warrants shall take place simultaneously with the closing of the Public Offering (the “Initial Closing Date”). The closing of the purchase and sale of the Additional Sponsor Warrants, the Company if applicable, shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,333,334 Sponsor Warrants at a price of $1.50 per warrant for an aggregate purchase price of $9,500,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance take place simultaneously with the Company’s wiring instructions. On the Initial Closing Date, upon the payment by the Purchaser closing of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, all or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing any portion of the over-allotment option in connection with the Public Offering or on (such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such closing date, an “Over-allotment Closing Date”, and, each Over-allotment Closing Date (if any) together with the Initial Closing Date, being sometimes referred to herein as the “Closing Dates” and each, a “Closing Date,” or the “Closing Dates”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 750,000 Sponsor Warrants at a price of $1.50 per warrant for an aggregate purchase price of up to $1,125,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser The closing of the Over-allotment Purchase Price by wire transfer purchase and sale of immediately available funds to the Company, the Company shall, at its option, deliver a certificate evidencing each of the Sponsor Warrants purchased on such date duly registered in and the Purchaser’s name to Additional Sponsor Warrants shall take place at the Purchaseroffices of Ellenoff ▇▇▇▇▇▇▇▇ & Schole LLP, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, or effect such delivery in book-entry formother place as may be agreed upon by the parties hereto.

Purchase and Sale of the Sponsor Warrants. (i) At least one business day prior to On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,333,334 7,000,000 Sponsor Warrants at a price of $1.50 1 per warrant for an aggregate purchase price of $9,500,000 7,000,000 (the “Purchase Price”), which shall be paid 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. On the Initial Closing Date, upon following the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form. (ii) On the date of the any consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and, ,” and each Over-allotment Closing Date (if any) together with and the Initial Closing Date, Date being sometimes referred to herein as a “Closing Date,” or the “Closing Dates”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 750,000 an aggregate of 600,000 additional Sponsor Warrants Warrants, in the same proportion as the amount of the option that is then so exercised, at a price of $1.50 1 per warrant for an aggregate purchase price of up to $1,125,000 600,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company at least one day prior to the Over-allotment Closing Date in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon following the payment by the Purchaser of the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company, the Company shall, at its option, deliver a certificate to the Purchaser evidencing the Sponsor 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 Sponsor Warrants. (i) At least one business day prior to On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,333,334 [•] Sponsor Warrants at a price of $1.50 1.00 per warrant for an aggregate purchase price of $9,500,000 [•] (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company at least one business day prior to the Initial Closing Date in accordance with the Company’s wiring instructions. On the Initial Closing Date, upon following the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the any closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and, ,” and each Over-allotment Closing Date (if any) together with and the Initial Closing Date, Date being sometimes referred to herein as a “Closing Date,” or the “Closing Dates”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 750,000 an aggregate of [•] Sponsor Warrants Warrants, in the same proportion as the amount of the over-allotment option that is then so exercised, at a price of $1.50 1.00 per warrant for an aggregate purchase price of up to $1,125,000 [•] (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company at least one business day prior to such Over-allotment Closing Date in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon following the payment by the Purchaser of the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company, the Company shallCompany, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Sponsor Warrants. (ia) At As payment in full for the 6,000,000 Sponsor Warrants being purchased under this Agreement, Purchaser shall pay $6,000,000 (the “Purchase Price”), by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the trust account (the “Trust Account”) at a financial institution to be chosen by the Company, maintained by ▇▇▇▇▇ Fargo Bank with Continental Stock Transfer & Trust Company acting as trustee, at least one (1) business day prior to the consummation date of effectiveness of the Registration Statement. (b) In the event that the over-allotment option is exercised in full or in part, Purchaser shall purchase up to an additional 600,000 Sponsor Warrants (the “Additional Sponsor Warrants”), in the same proportion as the amount of the over-allotment option that is exercised, and simultaneously with such purchase of Additional Sponsor Warrants, as payment in full for the Additional Sponsor Warrants being purchased hereunder, and at least one (1) business day prior to the closing of all or any portion of the over-allotment option, Purchaser shall pay $1.00 per Additional Sponsor Warrant, up to an aggregate amount of approximately $600,000, by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the Trust Account. (c) The closing of the purchase and sale of the Sponsor Warrants shall take place simultaneously with the closing of the Public Offering (the “Initial Closing Date”). The closing of the purchase and sale of the Additional Sponsor Warrants, the Company if applicable, shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,333,334 Sponsor Warrants at a price of $1.50 per warrant for an aggregate purchase price of $9,500,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance take place simultaneously with the Company’s wiring instructions. On the Initial Closing Date, upon the payment by the Purchaser closing of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, all or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing any portion of the over-allotment option in connection with the Public Offering or on (such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such closing date, an “Over-allotment Closing Date”, and, each Over-allotment Closing Date (if any) together with the Initial Closing Date, being sometimes referred to herein as the “Closing Dates” and each, a “Closing Date,” or the “Closing Dates”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 750,000 Sponsor Warrants at a price of $1.50 per warrant for an aggregate purchase price of up to $1,125,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser The closing of the Over-allotment Purchase Price by wire transfer purchase and sale of immediately available funds to the Company, the Company shall, at its option, deliver a certificate evidencing each of the Sponsor Warrants purchased on such date duly registered in and the Purchaser’s name to Additional Sponsor Warrants shall take place at the Purchaseroffices of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇, or effect such delivery in book-entry formother place as may be agreed upon by the parties hereto.

Purchase and Sale of the Sponsor Warrants. (i) At least one business day prior to On the date of the consummation of the Public Offering (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,333,334 20,030,000 Sponsor Warrants at a price of $1.50 1.00 per warrant for an aggregate purchase price of $9,500,000 20,030,000 (the “Purchase Price”), which shall be paid 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. On the Initial Closing Date, upon following the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the any closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and, ,” and each Over-allotment Closing Date (if any) together with and the Initial Closing Date, Date being sometimes referred to herein as a “Closing Date,” or the “Closing Dates”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 750,000 an aggregate of 2,250,000 Sponsor Warrants Warrants, in the same proportion as the amount of the option that is then so exercised, at a price of $1.50 1.00 per warrant for an aggregate purchase price of up to $1,125,000 2,250,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company at least one day prior to such Over-allotment Closing Date in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon following the payment by the Purchaser of the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company, the Company shallCompany, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Sponsor Warrants. (i) At least one business day prior to On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,333,334 9,333,333 Sponsor Warrants at a price of $1.50 per warrant for an aggregate purchase price of $9,500,000 14,000,000.00 (the “Purchase Price”), which shall be paid 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. On the Initial Closing Date, upon following the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form. (ii) . [On the date of the consummation of the any closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and, ,” and each Over-allotment Closing Date (if any) together with and the Initial Closing Date, Date being sometimes referred to herein as a “Closing Date,” or the “Closing Dates”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 750,000 an aggregate of 1,200,000 Sponsor Warrants Warrants, in the same proportion as the amount of the option that is then so exercised, at a price of $1.50 per warrant for an aggregate purchase price of up to $1,125,000 1,800,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company at least one day prior to such Over-allotment Closing Date in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon following the payment by the Purchaser of the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company, the Company shallCompany, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.]

Purchase and Sale of the Sponsor Warrants. (i) At As payment in full for the 4,700,000 Firm Sponsor Warrants being purchased under this Agreement, Purchaser shall pay an aggregate purchase price of $4,700,000 (the “Purchase Price”), by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the trust account (the “Trust Account”) at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, at least one (1) business day prior to the consummation date of effectiveness of the Registration Statement. (ii) In the event that the over-allotment option is exercised in full or in part, Purchaser shall purchase up to an additional 450,000 Additional Sponsor Warrants, in the same proportion as the amount of the over-allotment option that is exercised, and simultaneously with such purchase of Additional Sponsor Warrants, as payment in full for the Additional Sponsor Warrants being purchased hereunder, and at least one (1) business day prior to the closing of all or any portion of the over-allotment option, Purchaser shall pay $1.00 per Additional Sponsor Warrant, up to an aggregate amount of $450,000, by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the Trust Account. (iii) The closing of the purchase and sale of the Firm Sponsor Warrants shall take place simultaneously with the closing of the Public Offering (the “Initial Closing Date”). The closing of the purchase and sale of the Additional Sponsor Warrants, the Company if applicable, shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,333,334 Sponsor Warrants at a price of $1.50 per warrant for an aggregate purchase price of $9,500,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance take place simultaneously with the Company’s wiring instructions. On the Initial Closing Date, upon the payment by the Purchaser closing of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, all or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing any portion of the over-allotment option in connection with the Public Offering or on exercise (such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such closing date, an “Over-allotment Closing Date”, and, each Over-allotment Closing Date (if any) together with the Initial Closing Date, being sometimes referred to herein as the “Closing Dates” and each, a “Closing Date,” or the “Closing Dates”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 750,000 Sponsor Warrants at a price of $1.50 per warrant for an aggregate purchase price of up to $1,125,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser The closing of the Over-allotment Purchase Price by wire transfer purchase and sale of immediately available funds to the Company, the Company shall, at its option, deliver a certificate evidencing each of the Sponsor Warrants purchased on such date duly registered in and the Purchaser’s name to Additional Sponsor Warrants shall take place at the Purchaseroffices of Loeb & Loeb LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, or effect such delivery in book-entry formother place as may be agreed upon by the parties hereto.

Purchase and Sale of the Sponsor Warrants. (i) At least one business day prior to On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,333,334 6,000,000 Sponsor Warrants at a price of $1.50 per warrant for an aggregate purchase price of $9,500,000 9,000,000.00 (the “Purchase Price”), which shall be paid 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. On the Initial Closing Date, upon following the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the any closing of the over-allotment option option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and, ,” and each Over-allotment Closing Date (if any) together with and the Initial Closing Date, Date being sometimes referred to herein as a “Closing Date,” or the “Closing Dates”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 750,000 an aggregate of 700,000 Sponsor Warrants Warrants, in the same proportion as the amount of the option that is then so exercised, at a price of $1.50 per warrant for an aggregate purchase price of up to $1,125,000 1,050,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company at least one day prior to such Over-allotment Closing Date in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon following the payment by the Purchaser of the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company, the Company shallCompany, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Sponsor Warrants. (i) At least one business day prior to On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,333,334 6,000,000 Sponsor Warrants at a price of $1.50 1.00 per warrant for an aggregate purchase price of $9,500,000 6,000,000 (the “Purchase Price”), which shall be paid 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. On the Initial Closing Date, upon following the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds to the CompanyPrice, the Company, at its optionupon the Purchaser’s request, shall deliver a warrant certificate evidencing the Sponsor Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form. (ii) On the date of the any consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and, ,” and each Over-allotment Closing Date (if any) together with and the Initial Closing Date, Date being sometimes referred to herein as a “Closing Date,” or the “Closing Dates”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 750,000 an aggregate of 600,000 Sponsor Warrants Warrants, in the same proportion as the amount of the option that is then so exercised, at a price of $1.50 1.00 per warrant for an aggregate purchase price of up to $1,125,000 600,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company at least one day prior to the Over-allotment Closing Date in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon following the payment by the Purchaser of the Over-allotment Purchase Price by wire transfer of immediately available funds to the CompanyPrice, the Company shall, at its optionupon the Purchaser’s request, deliver a warrant certificate to the Purchaser evidencing the Sponsor 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 Sponsor Warrants. (i) At least one business day prior to On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,333,334 5,333,333 Sponsor Warrants at a price of $1.50 per warrant for an aggregate purchase price of $9,500,000 8,000,000.00 (the “Purchase Price”), which shall be paid 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. On the Initial Closing Date, upon following the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form. (ii) . [On the date of the consummation of the any closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and, ,” and each Over-allotment Closing Date (if any) together with and the Initial Closing Date, Date being sometimes referred to herein as a “Closing Date,” or the “Closing Dates”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 750,000 an aggregate of 600,000 Sponsor Warrants Warrants, in the same proportion as the amount of the option that is then so exercised, at a price of $1.50 per warrant for an aggregate purchase price of up to $1,125,000 900,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company at least one day prior to such Over-allotment Closing Date in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon following the payment by the Purchaser of the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company, the Company shallCompany, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.]

Purchase and Sale of the Sponsor Warrants. (i) At As payment in full for the 10,000,000 Firm Sponsor Warrants being purchased under this Agreement, Purchaser shall pay $5,000,000 (the “Purchase Price”), by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the trust account (the “Trust Account”) at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, at least one (1) business day prior to the consummation date of effectiveness of the Registration Statement. (ii) In the event that the over-allotment option is exercised in full or in part, Purchaser shall purchase up to an additional 900,000 Additional Sponsor Warrants, in the same proportion as the amount of the over-allotment option that is exercised, and simultaneously with such purchase of Additional Sponsor Warrants, as payment in full for the Additional Sponsor Warrants being purchased hereunder, and at least one (1) business day prior to the closing of all or any portion of the over-allotment option, Purchaser shall pay $0.50 per Additional Sponsor Warrant, up to an aggregate amount of $450,000, by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the Trust Account. (iii) The closing of the purchase and sale of the Firm Sponsor Warrants shall take place simultaneously with the closing of the Public Offering (the “Initial Closing Date”). The closing of the purchase and sale of the Additional Sponsor Warrants, the Company if applicable, shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,333,334 Sponsor Warrants at a price of $1.50 per warrant for an aggregate purchase price of $9,500,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance take place simultaneously with the Company’s wiring instructions. On the Initial Closing Date, upon the payment by the Purchaser closing of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, all or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing any portion of the over-allotment option in connection with the Public Offering or on exercise (such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such closing date, an “Over-allotment Closing Date”, and, each Over-allotment Closing Date (if any) together with the Initial Closing Date, being sometimes referred to herein as the “Closing Dates” and each, a “Closing Date,” or the “Closing Dates”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 750,000 Sponsor Warrants at a price of $1.50 per warrant for an aggregate purchase price of up to $1,125,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser The closing of the Over-allotment Purchase Price by wire transfer purchase and sale of immediately available funds to the Company, the Company shall, at its option, deliver a certificate evidencing each of the Sponsor Warrants purchased on such date duly registered in and the Purchaser’s name to Additional Sponsor Warrants shall take place at the Purchaseroffices of Ellenoff ▇▇▇▇▇▇▇▇ & Schole LLP, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, or effect such delivery in book-entry formother place as may be agreed upon by the parties hereto.

Purchase and Sale of the Sponsor Warrants. (i) At least one business day prior to On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,333,334 7,000,000 Sponsor Warrants at a price of $1.50 2.00 per warrant for an aggregate purchase price of $9,500,000 14,000,000.00 (the “Purchase Price”), which shall be paid 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. On the Initial Closing Date, upon following the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form. (ii) . [On the date of the consummation of the any closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and, ,” and each Over-allotment Closing Date (if any) together with and the Initial Closing Date, Date being sometimes referred to herein as a “Closing Date,” or the “Closing Dates”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 750,000 an aggregate of 900,000 Sponsor Warrants Warrants, in the same proportion as the amount of the option that is then so exercised, at a price of $1.50 2.00 per warrant for an aggregate purchase price of up to $1,125,000 1,800,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company at least one day prior to such Over-allotment Closing Date in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon following the payment by the Purchaser of the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company, the Company shallCompany, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.]

Purchase and Sale of the Sponsor Warrants. (i) At least one business day prior to On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,333,334 5,760,141 Sponsor Warrants at a price of $1.50 per warrant for an aggregate purchase price of $9,500,000 8,640,211 (the “Purchase Price”), which shall be paid 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. On the Initial Closing Date, upon following the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the any closing of the over-allotment option option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and, ,” and each Over-allotment Closing Date (if any) together with and the Initial Closing Date, Date being sometimes referred to herein as a “Closing Date,” or the “Closing Dates”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 750,000 an aggregate of 500,000 Sponsor Warrants Warrants, in the same proportion as the amount of the option that is then so exercised, at a price of $1.50 per warrant for an aggregate purchase price of up to $1,125,000 750,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company at least one day prior to such Over-allotment Closing Date in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon following the payment by the Purchaser of the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company, the Company shallCompany, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Sponsor Warrants. (i) At least On the date that is one business day prior to the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,333,334 16,000,000 Sponsor Warrants at a price of $1.50 0.50 per warrant for an aggregate purchase price of $9,500,000 8,000,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form. (ii) On the date that is one business day prior to the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and, ,” and each Over-allotment Closing Date (if any) together with and the Initial Closing Date, Date being sometimes referred to herein as a “Closing Date,” or the “Closing Dates”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 750,000 1,800,000 Sponsor Warrants at a price of $1.50 0.50 per warrant for an aggregate purchase price of up to $1,125,000 900,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company, the Company shall, at its option, deliver a certificate evidencing the Sponsor Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form.

Purchase and Sale of the Sponsor Warrants. (i) At least one business day prior to On the date of the consummation of the Public Offering (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,333,334 18,500,000 Sponsor Warrants at a price of $1.50 1.00 per warrant for an aggregate purchase price of $9,500,000 18,500,000.00 (the “Purchase Price”), which shall be paid 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. On the Initial Closing Date, upon following the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the any closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and, ,” and each Over-allotment Closing Date (if any) together with and the Initial Closing Date, Date being sometimes referred to herein as a “Closing Date,” or the “Closing Dates”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 750,000 an aggregate of 2,250,000 Sponsor Warrants Warrants, in the same proportion as the amount of the option that is then so exercised, at a price of $1.50 1.00 per warrant for an aggregate purchase price of up to $1,125,000 2,250,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company at least one day prior to such Over-allotment Closing Date in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon following the payment by the Purchaser of the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company, the Company shallCompany, at its option, shall deliver a certificate evidencing the Sponsor 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.