Common use of Warrant Private Placement Clause in Contracts

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor and the Representative will purchase from the Company pursuant to Purchase Agreements (as defined in Section 2.21.2 hereof), 4,533,333 warrants (3,777,778 warrants to be purchased by the Sponsor and 755,555 warrants to be purchased by the Representative), which warrants are identical to the Warrants included in the Firm Units subject to certain exceptions (the “Placement Warrants”) at a purchase price of $1.50 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the Sponsor and Representative will purchase from the Company pursuant to the Purchase Agreements, up to an additional 480,000 Placement Warrants (400,000 Placement Warrants to be purchased by the Sponsor and 80,000 Placement Warrants to be purchased by the Representative), at a purchase price of $1.50 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Placement Warrants (or underlying shares of Common Stock) may be sold, assigned or transferred by the Sponsor or its permitted transferees until thirty (30) days after consummation of a Business Combination. The proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account.

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor and the Representative will purchase from the Company pursuant to Purchase Agreements Agreement (as defined in Section 2.21.2 hereof), 4,533,333 10,000,000 warrants (3,777,778 warrants to be purchased by the Sponsor and 755,555 warrants to be purchased by the Representative“Placement Warrants”), which warrants are identical to the Warrants included in the Firm Units Units, subject to certain exceptions (the “Placement Warrants”) exceptions, at a purchase price of $1.50 1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the Sponsor and Representative will purchase from the Company pursuant to the Purchase AgreementsAgreement, up to an additional 480,000 1,200,000 Placement Warrants (400,000 Placement Warrants to be purchased by the Sponsor and 80,000 Placement Warrants to be purchased by the Representative), at a purchase price of $1.50 1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the ActAct (the “Option Private Placement Warrants”). The private placement of the Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Placement Warrants (or underlying shares of Common Stock) may be sold, assigned or transferred by the Sponsor or its permitted transferees until thirty (30) days after consummation of a Business Combination. The proceeds from the sale of the Placement Warrants shall be deposited into the Trust AccountAccount to the extent needed for the Trust Account to equal 102% of the gross proceeds from the Offering.

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor and the Representative will purchase from the Company pursuant to Purchase Agreements Agreement (as defined in Section 2.21.2 hereof), 4,533,333 warrants (3,777,778 warrants to be purchased by the Sponsor and 755,555 warrants to be purchased by the Representative)5,250,000 warrants, which warrants are identical to the Warrants included in the Firm Units subject to certain exceptions (the “Placement Warrants”) at a purchase price of $1.50 1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the Sponsor and Representative will purchase from the Company pursuant to the Purchase AgreementsAgreement, up to an additional 480,000 450,000 Placement Warrants (400,000 Placement Warrants to be purchased by the Sponsor and 80,000 Placement Warrants to be purchased by the Representative), at a purchase price of $1.50 1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Placement Warrants (or underlying shares of Common Stock) may be sold, assigned or transferred by the Sponsor or its permitted transferees until thirty (30) days after consummation of a Business Combination. The proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account.

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor and the Representative will purchase from the Company pursuant to Purchase Agreements (as defined in Section 2.21.2 hereof), 4,533,333 3,666,667 warrants (3,777,778 3,083,333 warrants to be purchased by the Sponsor and 755,555 583,833 warrants to be purchased by the Representative), which warrants are identical to the Warrants included in the Firm Units subject to certain exceptions ) (the “Placement Warrants”) at a purchase price of $1.50 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. Simultaneously and simultaneously with the Option Closing Date (if any), the Sponsor and Representative will purchase from the Company pursuant to the Purchase AgreementsDate, up to an 350,000 additional 480,000 Placement Warrants warrants (400,000 Placement Warrants 262,500 warrants to be purchased by the Sponsor and 80,000 Placement Warrants 87,500 warrants to be purchased by the RepresentativeRepresentative )), which warrants are substantially identical to the Warrants subject to certain exceptions (collectively, the “Placement Warrants”), at a purchase price of $1.50 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Placement Warrants (or underlying shares of Common StockOrdinary Shares) may be sold, assigned or transferred by the Sponsor or its permitted transferees until thirty (30) days after consummation of a Business Combination. The Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account.

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor and the Representative will purchase from the Company pursuant to Purchase Agreements Agreement (as defined in Section 2.21.2 hereof), 4,533,333 warrants (3,777,778 warrants to be purchased by the Sponsor and 755,555 warrants to be purchased by the Representative)4,000,000 warrants, which warrants are identical to the Warrants included in the Firm Units Units, subject to certain exceptions (the “Placement Warrants”) ), at a purchase price of $1.50 1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the Sponsor and Representative will purchase from the Company pursuant to the Purchase AgreementsAgreement, up to an additional 480,000 390,000 Private Placement Warrants (400,000 Placement Warrants to be purchased by the Sponsor and 80,000 Placement Warrants to be purchased by the Representative), at a purchase price of $1.50 1.00 per Private Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the ActAct (the “Option Private Placement Warrants”). The private placement of the Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Placement Warrants (or underlying shares of Common Stock) may be sold, assigned or transferred by the Sponsor or its permitted transferees until thirty (30) days after consummation of a Business Combination. The proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account.

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor and the Representative will purchase from the Company pursuant to the Purchase Agreements Agreement (as defined in Section 2.21.2 hereof), 4,533,333 warrants (3,777,778 warrants to be purchased by the Sponsor and 755,555 warrants to be purchased by the Representative)4,666,667 warrants, which warrants are identical to the Warrants included in the Firm Units subject to certain exceptions (the “Placement Warrants”) at a purchase price of $1.50 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the Sponsor and Representative will purchase from the Company pursuant to the Purchase AgreementsAgreement, up to an additional 480,000 500,000 Placement Warrants (400,000 Placement Warrants to be purchased by the Sponsor and 80,000 Placement Warrants to be purchased by the Representative)Warrants, at a purchase price of $1.50 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Placement Warrants (or underlying shares of Common Stock) may be sold, assigned or transferred by the Sponsor or its permitted transferees until thirty (30) days after consummation of a Business Combination. The proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account.

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor and the Representative will purchase from the Company pursuant to the Purchase Agreements Agreement (as defined in Section 2.21.2 hereof), 4,533,333 warrants (3,777,778 warrants to be purchased by the Sponsor and 755,555 warrants to be purchased by the Representative)5,333,333 warrants, which warrants are identical to the Warrants included in the Firm Units subject to certain exceptions (the “Placement Warrants”) at a purchase price of $1.50 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the Sponsor and Representative will purchase from the Company pursuant to the Purchase AgreementsAgreement, up to an additional 480,000 600,000 Placement Warrants (400,000 Placement Warrants to be purchased by the Sponsor and 80,000 Placement Warrants to be purchased by the Representative)Warrants, at a purchase price of $1.50 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Placement Warrants (or underlying shares of Common Stock) may be sold, assigned or transferred by the Sponsor or its permitted transferees until thirty (30) days after consummation of a Business Combination. The proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account.

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor and the Representative will purchase from the Company pursuant to the Purchase Agreements Agreement (as defined in Section 2.21.2 hereof), 4,533,333 warrants (3,777,778 warrants to be purchased by the Sponsor and 755,555 warrants to be purchased by the Representative)4,666,667 warrants, which warrants are identical to the Warrants included in the Firm Units subject to certain exceptions (the “Placement Warrants”) at a purchase price of $1.50 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the Sponsor and Representative will purchase from the Company pursuant to the Purchase AgreementsAgreement, up to an additional 480,000 500,000 Placement Warrants (400,000 Placement Warrants to be purchased by the Sponsor and 80,000 Placement Warrants to be purchased by the Representative)Warrants, at a purchase price of $1.50 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Placement Warrants (or underlying shares of Common StockOrdinary Shares) may be sold, assigned or transferred by the Sponsor or its permitted transferees until thirty (30) days after consummation of a Business Combination. The proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account.

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor and the Representative will purchase from the Company pursuant to the Purchase Agreements Agreement (as defined in Section 2.21.2 hereof), 4,533,333 warrants (3,777,778 warrants 7,500,000 private placement warrants, each exercisable to be purchased by the Sponsor and 755,555 warrants to be purchased by the Representative)purchase one share of our Class A common stock at $11.50 per share, which warrants are identical to the Warrants included in the Firm Units subject to certain exceptions (the “Placement Warrants”) at a purchase price of $1.50 1.00 per warrant (the “Private Placement Warrant Warrants”) in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the Sponsor and Representative will purchase from the Company pursuant to the Purchase AgreementsAgreement, up to an additional 480,000 750,000 Private Placement Warrants (400,000 Placement Warrants to be purchased by the Sponsor and 80,000 Placement Warrants to be purchased by the Representative), at a purchase price of $1.50 1.00 per Private Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the ActAct (the “Option Private Placement Warrants”). The private placement of the Private Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Private Placement Warrants (or nor the underlying shares of Common Stock) Stock may be sold, assigned or transferred by the Sponsor Sponsor, the Representatives or its their permitted transferees until thirty (30) 30 days after consummation of a Business Combination. The proceeds from the sale of the Private Placement Warrants shall be deposited into the Trust Account.

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor and the Representative will purchase from the Company pursuant to the Purchase Agreements Agreement (as defined in Section 2.21.2 hereof), 4,533,333 warrants (3,777,778 warrants to be purchased by the Sponsor and 755,555 warrants to be purchased by the Representative)6,750,000 warrants, which warrants are identical to the Warrants included in the Firm Units subject to certain exceptions (the “Placement Warrants”) at a purchase price of $1.50 1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the Sponsor and Representative will purchase from the Company pursuant to the Purchase AgreementsAgreement, up to an additional 480,000 600,000 Placement Warrants (400,000 Placement Warrants to be purchased by the Sponsor and 80,000 Placement Warrants to be purchased by the Representative), at a purchase price of $1.50 1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Placement Warrants (or underlying shares of Common Stock) may be sold, assigned or transferred by the Sponsor or its permitted transferees until thirty (30) days after consummation of a Business Combination. The proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account.

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor and the Representative will purchase from the Company pursuant to the Purchase Agreements Agreement (as defined in Section 2.21.2 hereof), 4,533,333 warrants (3,777,778 warrants 7,720,000 private placement warrants, each exercisable to be purchased by the Sponsor and 755,555 warrants to be purchased by the Representative)purchase one share of our Class A common stock at $11.50 per share, which warrants are identical to the Warrants included in the Firm Units subject to certain exceptions (the “Placement Warrants”) at a purchase price of $1.50 1.00 per warrant (the “Private Placement Warrants”) in a private placement intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Purchase Agreement, up to an additional 772,000 Private Placement Warrants at a purchase price of $1.00 per Private Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. Simultaneously with Act (the “Option Closing Date (if anyPrivate Placement Warrants”), the Sponsor and Representative will purchase from the Company pursuant to the Purchase Agreements, up to an additional 480,000 Placement Warrants (400,000 Placement Warrants to be purchased by the Sponsor and 80,000 Placement Warrants to be purchased by the Representative), at a purchase price of $1.50 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Private Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Private Placement Warrants (or nor the underlying shares of Common Stock) Stock may be sold, assigned or transferred by the Sponsor Sponsor, the Representatives or its their permitted transferees until thirty (30) 30 days after consummation of a Business Combination. The proceeds from the sale of the Private Placement Warrants shall be deposited into the Trust Account.

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor and the Representative will purchase from the Company pursuant to Purchase Agreements Agreement (as defined in Section 2.21.2 hereof), 4,533,333 warrants (3,777,778 warrants to be purchased by the Sponsor and 755,555 warrants to be purchased by the Representative)7,220,000 warrants, which warrants are identical to the Warrants included in the Firm Units Units, subject to certain exceptions (the “Placement Warrants”) ), at a purchase price of $1.50 1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the Sponsor and Representative will purchase from the Company pursuant to the Purchase AgreementsAgreement, up to an additional 480,000 783,000 Private Placement Warrants (400,000 Placement Warrants to be purchased by the Sponsor and 80,000 Placement Warrants to be purchased by the Representative), at a purchase price of $1.50 1.00 per Private Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the ActAct (the “Option Private Placement Warrants”). The private placement of the Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Placement Warrants (or underlying shares of Common Stock) may be sold, assigned or transferred by the Sponsor or its permitted transferees until thirty (30) days after consummation of a Business Combination. The proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account.

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor and the Representative will purchase from the Company pursuant to Purchase Agreements Agreement (as defined in Section 2.21.2 hereof), 4,533,333 warrants (3,777,778 warrants to be purchased by the Sponsor and 755,555 warrants to be purchased by the Representative)6,000,000 warrants, which warrants are identical to the Warrants included in the Firm Units Units, subject to certain exceptions (the “Placement Warrants”) ), at a purchase price of $1.50 1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the Sponsor and Representative will purchase from the Company pursuant to the Purchase AgreementsAgreement, up to an additional 480,000 600,000 Private Placement Warrants (400,000 Placement Warrants to be purchased by the Sponsor and 80,000 Placement Warrants to be purchased by the Representative), at a purchase price of $1.50 1.00 per Private Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the ActAct (the “Option Private Placement Warrants”). The private placement of the Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Placement Warrants (or underlying shares of Common Stock) may be sold, assigned or transferred by the Sponsor or its permitted transferees until thirty (30) days after consummation of a Business Combination. The proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account.

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor and the Representative will purchase from the Company pursuant to Purchase Agreements Agreement (as defined in Section 2.21.2 hereof), 4,533,333 warrants (3,777,778 warrants to be purchased by the Sponsor and 755,555 warrants to be purchased by the Representative)7,000,000 warrants, which warrants are identical to the Warrants included in the Firm Units Units, subject to certain exceptions (the “Placement Warrants”) ), at a purchase price of $1.50 1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the Sponsor and Representative will purchase from the Company pursuant to the Purchase AgreementsAgreement, up to an additional 480,000 750,000 Private Placement Warrants (400,000 Placement Warrants to be purchased by the Sponsor and 80,000 Placement Warrants to be purchased by the Representative), at a purchase price of $1.50 1.00 per Private Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the ActAct (the “Option Private Placement Warrants”). The private placement of the Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Placement Warrants (or underlying shares of Common Stock) may be sold, assigned or transferred by the Sponsor or its permitted transferees until thirty (30) days after consummation of a Business Combination. The proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account.

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor and the Representative will purchase from the Company pursuant to the Purchase Agreements Agreement (as defined in Section 2.21.2 hereof), 4,533,333 warrants (3,777,778 warrants to be purchased by the Sponsor and 755,555 warrants to be purchased by the Representative)6,250,000 warrants, which warrants are identical to the Warrants included in the Firm Units subject to certain exceptions (the “Placement Warrants”) at a purchase price of $1.50 1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the Sponsor and Representative will purchase from the Company pursuant to the Purchase AgreementsAgreement, up to an additional 480,000 525,000 Placement Warrants (400,000 Placement Warrants to be purchased by the Sponsor and 80,000 Placement Warrants to be purchased by the Representative), at a purchase price of $1.50 1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Placement Warrants (or underlying shares of Common Stock) may be sold, assigned or transferred by the Sponsor or its permitted transferees until thirty (30) days after consummation of a Business Combination. The proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account.

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor and the Representative will purchase from the Company pursuant to Purchase Agreements Agreement (as defined in Section 2.21.2 hereof), 4,533,333 warrants (3,777,778 warrants to be purchased by the Sponsor and 755,555 warrants to be purchased by the Representative)6,360,000 warrants, which warrants are identical to the Warrants included in the Firm Units Units, subject to certain exceptions (the “Placement Warrants”) ), at a purchase price of $1.50 1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the Sponsor and Representative will purchase from the Company pursuant to the Purchase AgreementsAgreement, up to an additional 480,000 654,000 Private Placement Warrants (400,000 Placement Warrants to be purchased by the Sponsor and 80,000 Placement Warrants to be purchased by the Representative), at a purchase price of $1.50 1.00 per Private Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the ActAct (the “Option Private Placement Warrants”). The private placement of the Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Placement Warrants (or underlying shares of Common Stock) may be sold, assigned or transferred by the Sponsor or its permitted transferees until thirty (30) days after consummation of a Business Combination. The proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account.

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor and the Representative will purchase from the Company pursuant to the Purchase Agreements Agreement (as defined in Section 2.21.2 hereof), 4,533,333 warrants (3,777,778 warrants to be purchased by the Sponsor and 755,555 warrants to be purchased by the Representative)6,000,000 warrants, which warrants are identical to the Warrants included in the Firm Units subject to certain exceptions (the “Placement Warrants”) at a purchase price of $1.50 1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the Sponsor and Representative will purchase from the Company pursuant to the Purchase AgreementsAgreement, up to an additional 480,000 600,000 Placement Warrants (400,000 Placement Warrants to be purchased by the Sponsor and 80,000 Placement Warrants to be purchased by the Representative), at a purchase price of $1.50 1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Placement Warrants (or underlying shares of Common Stock) may be sold, assigned or transferred by the Sponsor or its permitted transferees until thirty (30) days after consummation of a Business Combination. The proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account.

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor and the Representative will purchase from the Company pursuant to the Purchase Agreements Agreement (as defined in Section 2.21.2 hereof), 4,533,333 warrants (3,777,778 warrants to be purchased by the Sponsor and 755,555 warrants to be purchased by the Representative)4,500,000 warrants, which warrants are identical to the Warrants included in the Firm Units subject to certain exceptions (the “Placement Warrants”) at a purchase price of $1.50 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the Sponsor and Representative will purchase from the Company pursuant to the Purchase AgreementsAgreement, up to an additional 480,000 Placement Warrants (400,000 Placement Warrants to be purchased by the Sponsor and 80,000 Placement Warrants to be purchased by the Representative), at a purchase price of $1.50 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Placement Warrants (or underlying shares of Common Stock) may be sold, assigned or transferred by the Sponsor or its permitted transferees until thirty (30) days after consummation of a Business Combination. The proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account.

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor and the Representative will purchase from the Company pursuant to the Purchase Agreements Agreement (as defined in Section 2.21.2 hereof), 4,533,333 warrants (3,777,778 warrants to be purchased by the Sponsor and 755,555 warrants to be purchased by the Representative)6,500,000 warrants, which warrants are identical to the Warrants included in the Firm Units subject to certain exceptions (the “Placement Warrants”) at a purchase price of $1.50 1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the Sponsor and Representative will purchase from the Company pursuant to the Purchase AgreementsAgreement, up to an additional 480,000 600,000 Placement Warrants (400,000 Placement Warrants to be purchased by the Sponsor and 80,000 Placement Warrants to be purchased by the Representative)Warrants, at a purchase price of $1.50 1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Placement Warrants (or underlying shares of Common Stock) may be sold, assigned or transferred by the Sponsor or its permitted transferees until thirty (30) days after consummation of a Business Combination. The proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account.

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor and the Representative will purchase from the Company pursuant to Purchase Agreements Agreement (as defined in Section 2.21.2 hereof), 4,533,333 warrants (3,777,778 warrants to be purchased by the Sponsor and 755,555 warrants to be purchased by the Representative)4,400,000 warrants, which warrants are identical to the Warrants included in the Firm Units Units, subject to certain exceptions (the “Placement Warrants”) ), at a purchase price of $1.50 1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the Sponsor and Representative will purchase from the Company pursuant to the Purchase AgreementsAgreement, up to an additional 480,000 450,000 Private Placement Warrants (400,000 Placement Warrants to be purchased by the Sponsor and 80,000 Placement Warrants to be purchased by the Representative), at a purchase price of $1.50 1.00 per Private Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the ActAct (the “Option Private Placement Warrants”). The private placement of the Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Placement Warrants (or underlying shares of Common Stock) may be sold, assigned or transferred by the Sponsor or its permitted transferees until thirty (30) days after consummation of a Business Combination. The proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account.

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor and the Representative will purchase from the Company pursuant to Purchase Agreements (as defined in Section 2.21.2 hereof), 4,533,333 4,000,000 warrants (3,777,778 3,333,333 warrants to be purchased by the Sponsor and 755,555 666,667 warrants to be purchased by the Representative), which warrants are identical to the Warrants included in the Firm Units subject to certain exceptions (the “Placement Warrants”) at a purchase price of $1.50 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the Sponsor and Representative will purchase from the Company pursuant to the Purchase Agreements, up to an additional 480,000 400,000 Placement Warrants (400,000 333,333 Placement Warrants to be purchased by the Sponsor and 80,000 66,667 Placement Warrants to be purchased by the Representative), at a purchase price of $1.50 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Placement Warrants (or underlying shares of Common Stock) may be sold, assigned or transferred by the Sponsor or its permitted transferees until thirty (30) days after consummation of a Business Combination. The proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account.

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor and the Representative will purchase from the Company pursuant to the Purchase Agreements Agreement (as defined in Section 2.21.2 hereof), 4,533,333 warrants (3,777,778 warrants to be purchased by the Sponsor and 755,555 warrants to be purchased by the Representative)4,166,667 warrants, which warrants are identical to the Warrants included in the Firm Units subject to certain exceptions (the “Placement Warrants”) at a purchase price of $1.50 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the Sponsor and Representative will purchase from the Company pursuant to the Purchase AgreementsAgreement, up to an additional 480,000 350,000 Placement Warrants (400,000 Placement Warrants to be purchased by the Sponsor and 80,000 Placement Warrants to be purchased by the Representative), at a purchase price of $1.50 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Placement Warrants (or underlying shares of Common Stock) may be sold, assigned or transferred by the Sponsor or its permitted transferees until thirty (30) days after consummation of a Business Combination. The proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account.

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor and the Representative will purchase from the Company pursuant to Purchase Agreements Agreement (as defined in Section 2.21.2 hereof), 4,533,333 4,000,000 warrants (3,777,778 warrants to be purchased by the Sponsor and 755,555 warrants to be purchased by the Representative“Placement Warrants”), which warrants are identical to the Warrants included in the Firm Units Units, subject to certain exceptions (the “Placement Warrants”) exceptions, at a purchase price of $1.50 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the Sponsor and Representative will purchase from the Company pursuant to the Purchase AgreementsAgreement, up to an additional 480,000 Placement Warrants (400,000 Placement Warrants to be purchased by the Sponsor and 80,000 Placement Warrants to be purchased by the Representative), at a purchase price of $1.50 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the ActAct (the “Option Private Placement Warrants”). The private placement of the Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Placement Warrants (or underlying shares of Common Stock) may be sold, assigned or transferred by the Sponsor or its permitted transferees until thirty (30) days after consummation of a Business Combination. The proceeds from the sale of the Placement Warrants shall be deposited into the Trust AccountAccount to the extent needed for the Trust Account to equal 102% of the gross proceeds form the Offering.

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor and the Representative will purchase from the Company pursuant to the Purchase Agreements Agreement (as defined in Section 2.21.2 hereof), 4,533,333 warrants (3,777,778 warrants to be purchased by the Sponsor and 755,555 warrants to be purchased by the Representative)4,666,667 warrants, which warrants are identical to the Warrants included in the Firm Units subject to certain exceptions (the “Placement Warrants”) at a purchase price of $1.50 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the Sponsor and Representative will purchase from the Company pursuant to the Purchase AgreementsAgreement, up to an additional 480,000 500,000 Placement Warrants (400,000 Placement Warrants to be purchased by the Sponsor and 80,000 Placement Warrants to be purchased by the Representative), at a purchase price of $1.50 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Placement Warrants (or underlying shares of Common Stock) may be sold, assigned or transferred by the Sponsor or its permitted transferees until thirty (30) days after consummation of a Business Combination. The proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account.

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor and the Representative will purchase from the Company pursuant to the Purchase Agreements Agreement (as defined in Section 2.21.2 hereof), 4,533,333 warrants (3,777,778 warrants to be purchased by the Sponsor and 755,555 warrants to be purchased by the Representative)4,813,333 warrants, which warrants are identical to the Warrants included in the Firm Units subject to certain exceptions (the “Placement Warrants”) at a purchase price of $1.50 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the Sponsor and Representative will purchase from the Company pursuant to the Purchase AgreementsAgreement, up to an additional 480,000 522,000 Placement Warrants (400,000 Placement Warrants to be purchased by the Sponsor and 80,000 Placement Warrants to be purchased by the Representative), at a purchase price of $1.50 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Placement Warrants (or underlying shares of Common Stock) may be sold, assigned or transferred by the Sponsor or its permitted transferees until thirty (30) days after consummation of a Business Combination. The proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account.

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor and the Representative will purchase from the Company pursuant to the Purchase Agreements Agreement (as defined in Section 2.21.2 hereof), 4,533,333 warrants (3,777,778 warrants to be purchased by the Sponsor and 755,555 warrants to be purchased by the Representative)6,800,000 warrants, which warrants are identical to the Warrants included in the Firm Units subject to certain exceptions (the “Placement Warrants”) at a purchase price of $1.50 1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the Sponsor and Representative will purchase from the Company pursuant to the Purchase AgreementsAgreement, up to an additional 480,000 720,000 Placement Warrants (400,000 Placement Warrants to be purchased by the Sponsor and 80,000 Placement Warrants to be purchased by the Representative), at a purchase price of $1.50 1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Placement Warrants (or underlying shares of Common Stock) may be sold, assigned or transferred by the Sponsor or its permitted transferees until thirty (30) days after consummation of a Business Combination. The proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account.