Common use of Purchase of the Securities Clause in Contracts

Purchase of the Securities. Subscriber’s delivery of this Agreement to the Company and the Sponsor shall be preceded or accompanied by an originally executed Form ▇-▇, ▇-▇▇▇▇ or W-8IMY, as applicable. The Company or the Sponsor shall notify Subscriber in writing of the anticipated date of the effectiveness of the Registration Statement (as defined below) (the “Effective Date”) at least two (2) Business Days (as defined below) prior to the Effective Date, and Subscriber shall remit the Unit Purchase Price to the Company’s transfer agent (to be held in escrow pending the consummation of the IPO), by wire transfer of immediately available funds or other means approved by the Company, on the date that is one (1) Business Day prior to the Effective Date, or such other date as the Company and Subscriber may agree upon in writing. If the consummation of the IPO has not occurred for any reason by the date that is seven (7) Business Days after the date on which Subscriber remitted the Unit Purchase Price to the Company’s transfer agent, then, unless Subscriber otherwise agrees in writing, the Company shall promptly cause its transfer agent to return the Unit Purchase Price to Subscriber without interest or deduction, and this Agreement shall terminate and thereafter have no force or effect. The Company shall notify Subscriber in writing of the anticipated consummation date of the Business Combination at least two (2) Business Days prior to such date, and the Sponsor shall deliver the Founder Shares to or as instructed by Subscriber against payment of the Founder Shares Purchase Price to accounts indicated by the Sponsor by wire transfer of immediately available funds or other means approved by the Sponsor, on the Founder Shares Closing Date, or such other date as the Sponsor and Subscriber may agree upon in writing. As used herein, “Business Day” means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close in the City of New York, New York.

Purchase of the Securities. Subscriber’s delivery (a) Subject to the terms and conditions of this Agreement, including Section 4(c), the Company agrees to sell the Securities to the Subscriber, and the Subscriber hereby shall have the option to purchase the Securities from the Company, in a private placement at an aggregate purchase price of $10.00 per Unit multiplied by the number of Units being purchased hereunder (“Aggregate Purchase Price”), up an Aggregate Purchase Price of $40,000,000.00. (b) To the extent that the number of Units to be purchased pursuant to this Agreement, together with the other shares of the Company held directly or indirectly by the Subscriber, will result in the Subscriber beneficially owning over 9.999% of shares of the Company (or such other entity as may be the continuing public company following the Business Combination), as determined pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Subscriber shall have the right to limit its incremental purchase obligation pursuant hereto to such number of Units as would not result in its beneficial ownership exceeding 9.999%, as determined above. (c) To the extent the Subscriber determines in good faith that purchasing the Securities pursuant to this Agreement would reasonably be likely to give rise to a material conflict of interest in relation to one or more business endeavors of the Subscriber or any of its affiliates or conflict with any legal, regulatory or contractual requirements to which the Subscriber or its affiliates may be subject, the Subscriber shall be released from any obligation to purchase Units pursuant to this Agreement upon written notice to the Company and the Sponsor shall be preceded or accompanied by an originally executed Form ▇-▇, ▇-▇▇▇▇ or W-8IMY, as applicable. The Company or the Sponsor shall notify Subscriber in writing of the anticipated date of the effectiveness of the Registration Statement (as defined below) (the “Effective Date”) at least two (2) Business Days (as defined below) prior to the Effective Date, and Subscriber shall remit the Unit Purchase Price to the Company’s transfer agent (to be held in escrow pending the consummation of the IPO), by wire transfer of immediately available funds or other means approved by the Company, on the date that is one (1) Business Day prior to the Effective Date, or such other date as the Company and Subscriber may agree upon in writing. If the consummation of the IPO has not occurred for any reason by the date that is seven (7) Business Days after the date on which Subscriber remitted the Unit Purchase Price to the Company’s transfer agent, then, unless Subscriber otherwise agrees in writing, the Company shall promptly cause its transfer agent to return the Unit Purchase Price to Subscriber without interest or deduction, and this Agreement shall terminate and thereafter have be of no further force or and effect. (d) To the extent that the Subscriber executes an alternative financing in connection with the Business Combination under terms mutually agreed upon by the Subscriber and the Company, the Subscriber shall be released from any obligation to purchase Units pursuant to this Agreement upon the mutual written consent of the Subscriber and the Company and this Agreement shall terminate and be of no further force and effect. The Company hereby agrees that the Subscriber shall notify Subscriber have a right of first offer (with customary terms as reasonably determined by the Company) in writing of relation to any alternative financing, including, without limitation, any preferred equity or debt financing, to be obtained by the anticipated consummation date of Company in connection with the Business Combination at least two (2) Business Days prior to such date, and the Sponsor shall deliver the Founder Shares to or as instructed by Subscriber against payment of the Founder Shares Purchase Price to accounts indicated by the Sponsor by wire transfer of immediately available funds or other means approved by the Sponsor, on the Founder Shares Closing Date, or such other date as the Sponsor and Subscriber may agree upon in writing. As used herein, “Business Day” means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close in the City of New York, New YorkCombination.

Purchase of the Securities. Subscriber’s delivery of this Agreement to the Company and the Sponsor shall be preceded or accompanied by an originally executed Form ▇-▇, ▇-▇▇▇▇ or W-8IMY, as applicable. The Company or the Sponsor shall notify Subscriber in writing of the anticipated date of the effectiveness of the Registration Statement (as defined below) (the “Effective Date”) at least two (2) Business Days (as defined below) prior to the Effective Date, and Subscriber shall remit the Unit Private Placement Purchase Price to the Company’s transfer agent (to be held in escrow pending the consummation of the IPO), by wire transfer of immediately available funds or other means approved by the Company, on the date that is one (1) Business Day prior to the Effective Date, or such other date as the Company and Subscriber may agree upon in writing. If the consummation of the IPO has not occurred for any reason by the date that is seven (7) Business Days after the date on which Subscriber remitted the Unit Private Placement Purchase Price to the Company’s transfer agent, then, unless Subscriber otherwise agrees in writing, the Company shall promptly cause its transfer agent to return the Unit Private Placement Purchase Price to Subscriber without interest or deduction, and this Agreement shall terminate and thereafter have no force or effect. The Company shall notify Subscriber in writing of the anticipated consummation date of the Business Combination at least two (2) Business Days prior to such date, and the Sponsor Company shall deliver the Founder Shares to or as instructed by Subscriber against payment of the Founder Shares Purchase Price to accounts indicated by the Sponsor Company by wire transfer of immediately available funds or other means approved by the SponsorCompany, on the Founder Shares Closing Date, or such other date as the Sponsor Company and Subscriber may agree upon in writing. As used herein, “Business Day” means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close in the City of New York, New York.

Purchase of the Securities. Subscriber’s delivery of this Agreement to the Company and the Sponsor shall be preceded or accompanied by an originally executed Form ▇-W-▇, ▇-▇▇▇▇ or W-8IMY, as applicable. The Company or the Sponsor shall notify Subscriber in writing of the anticipated date of the effectiveness of the Registration Statement (as defined below) (the “Effective Date”) at least two (2) Business Days (as defined below) prior to the Effective Date, and Subscriber shall remit the Unit Warrant Purchase Price to the Company’s transfer agent (to be held in escrow pending the consummation of the IPO), by wire transfer of immediately available funds or other means approved by the Company, on the date that is one (1) Business Day prior to the Effective Date, or such other date as the Company and Subscriber may agree upon in writing. If the consummation of the IPO has not occurred for any reason by the date that is seven (7) Business Days after the date on which Subscriber remitted the Unit Warrant Purchase Price to the Company’s transfer agent, then, unless Subscriber otherwise agrees in writing, the Company shall promptly cause its transfer agent to return the Unit Warrant Purchase Price to Subscriber without interest or deduction, and this Agreement shall terminate and thereafter have no force or effect. The Company shall notify Subscriber in writing of the anticipated consummation date of the Business Combination at least two (2) Business Days prior to such date, and the Sponsor shall deliver the Founder Shares to or as instructed by Subscriber against payment of the Founder Shares Purchase Price to accounts indicated by the Sponsor by wire transfer of immediately available funds or other means approved by the Sponsor, on the Founder Shares Closing Date, or such other date as the Sponsor and Subscriber may agree upon in writing. As used herein, “Business Day” means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close in the City of New York, New York.

Purchase of the Securities. Subscriber’s delivery of this Agreement to the Company and the Sponsor shall be preceded or accompanied by an originally executed Form ▇-▇, ▇-▇▇▇▇ or W-8IMY, as applicable. The Company or the Sponsor shall notify Subscriber in writing of the anticipated date of the effectiveness of the Registration Statement (as defined below) (the “Effective Date”) at least two (2) Business Days (as defined below) prior to the Effective Date, and Subscriber shall remit the Unit Units Purchase Price to the Company’s transfer agent (to be held in escrow pending the consummation of the IPO), by wire transfer of immediately available funds or other means approved by the Company, on the date that is one (1) Business Day prior to the Effective Date, or such other date as the Company and Subscriber may agree upon in writing. If the consummation of the IPO has not occurred for any reason by the date that is seven (7) Business Days after the date on which Subscriber remitted the Unit Units Purchase Price to the Company’s transfer agent, then, unless Subscriber otherwise agrees in writing, the Company shall promptly cause its transfer agent to return the Unit Units Purchase Price to Subscriber without interest or deduction, and this Agreement shall terminate and thereafter have no force or effect. The Company shall notify Subscriber in writing of the anticipated consummation date of the Business Combination at least two (2) Business Days prior to such date, and the Sponsor Company shall deliver the Founder Shares Units to or as instructed by Subscriber against payment of the Founder Shares Units Purchase Price to accounts indicated by the Sponsor Company by wire transfer of immediately available funds or other means approved by the SponsorCompany, on the Founder Shares Units Closing Date, or such other date as the Sponsor Company and Subscriber may agree upon in writing. As used herein, “Business Day” means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close in the City of New York, New York.

Purchase of the Securities. The Subscriber’s delivery of this Agreement to the Company and the Sponsor shall be preceded or accompanied by an originally executed Form ▇-W-▇, ▇-▇▇▇▇ or W-8IMY, as applicable. The Company or the Sponsor shall notify the Subscriber in writing of the anticipated date of the effectiveness of the Registration Statement (as defined below) (the “Effective Date”) at least two three (23) Business Days (as defined below) prior to the Effective Date, and the Subscriber shall remit the Unit Warrant Purchase Price to the Company’s transfer agent (to be held in escrow pending the consummation of the IPO), by wire transfer of immediately available funds or other means approved by the Company, on the date that is one (1) Business Day prior to the Effective Date, or such other date as the Company and the Subscriber may agree upon in writing. If the consummation of the IPO has not occurred for any reason by the date that is seven (7) Business Days after the date on which the Subscriber remitted the Unit Warrant Purchase Price to the Company’s transfer agent, then, unless the Subscriber otherwise agrees in writing, the Company shall promptly cause its transfer agent to return the Unit Warrant Purchase Price to the Subscriber without interest or deduction, and this Agreement shall terminate and thereafter have no force or effect. The Company shall notify the Subscriber in writing of the anticipated consummation date of the Business Combination at least two three (23) Business Days prior to such date, and the Sponsor R▇▇▇▇▇▇▇ shall deliver the Founder Shares to or as instructed by the Subscriber against payment of the Founder Shares Purchase Price to accounts indicated by the Sponsor R▇▇▇▇▇▇▇ by wire transfer of immediately available funds or other means approved by the SponsorR▇▇▇▇▇▇▇, on the Founder Shares Closing Date, or such other date as R▇▇▇▇▇▇▇ and the Sponsor and Subscriber may agree upon in writing. As used herein, “Business Day” means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close in the City of New York, New York.