Contract analysis

Section 2(a): Agreement to Sell and Purchase Firm Units. Subject to the terms and conditions set forth herein, the Company agrees to issue and sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, the respective number of Firm Units set forth opposite such Underwriter's name on Schedule I hereto, at a purchase price of $9.80 per Unit (reflectin

Section 2(b): Over-Allotment Option. The Company hereby grants to the Underwriters an option (the "Over-Allotment Option"), exercisable in whole or in part, and from time to time, during the forty-five (45) day period commencing on the date of the Prospectus (the "Option Period"), to purchase from the Company up to 2,250,000 additional Option Units at a purchase price of $9.80 per Option Unit (reflecting the same upf

Section 2(c): Payment and Delivery — Firm Units. Payment for, and delivery of, the Firm Units shall take place at the offices of Garrison Whitfield LLP, 51 West 52nd Street, New York, NY 10019, or at such other location as may be agreed upon by the Company and the Representative, at 10:00 a.m. (Eastern time) on January 24, 2022, or at such other time and date as the Company and the Representative shall agree in writi

Section 2(d): Payment and Delivery — Option Units. Payment for, and delivery of, any Option Units shall take place on each Option Closing Date in the same manner and at the same location as set forth in Section 2(c) above with respect to the Firm Units, unless otherwise agreed by the Company and the Representative. Payment shall be made by wire transfer of immediately available funds against delivery of such Option U

Section 3(a): Representations and Warranties of the Company. The Company hereby represents and warrants to each of the Underwriters, as of the date hereof, as of the Closing Date, and as of each Option Closing Date (if any), as follows: (i) Organization and Good Standing. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware (DE SOS File No. 614829

Section 3(b): Representations and Warranties of the Sponsor. The Sponsor hereby represents and warrants to each of the Underwriters, as of the date hereof, as of the Closing Date, and as of each Option Closing Date (if any), as follows: (i) Organization. The Sponsor is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware and is duly registered to d

Section 5(a): Company Covenants. The Company hereby covenants and agrees with each of the Underwriters as follows: (i) Prospectus Delivery. The Company shall file the final Prospectus with the Commission pursuant to Rule 424(b)(4) under the Act no later than the second (2nd) business day following the execution of this Agreement (which filing is expected to occur on or about January 20, 2022), and shall furnish to th

Section 5(b): Sponsor Covenants. The Sponsor hereby covenants and agrees with each of the Underwriters as follows: (i) The Sponsor shall purchase the Private Placement Warrants simultaneously with the Closing Date (and any additional Private Placement Warrants simultaneously with any Option Closing Date on which Option Units are purchased) in accordance with the terms of the Private Placement Warrants Purchase Agreem

Section 6(a): Conditions to the Underwriters' Obligations (Firm Units). The obligations of the several Underwriters to purchase and pay for the Firm Units on the Closing Date are subject to the satisfaction (or waiver by the Representative) of each of the following conditions: (i) Effectiveness. The Registration Statement shall have been declared effective by the Commission, no stop order suspending the effectiveness