Extract to table

00 per warrant, for an aggregate purchase price of $5,500,000 (the "Purchase Price"), such purchase and sale to occur simultaneously with the closing of the IPO (the "IPO Closing Date"), which is expected to occur on or about January 24, 2022; WHEREAS, the Underwriting Agreement grants the Underwriters a forty-five (45) day option to purchase up to an additional 2,250,000 Units (the "Over-Allotment Option"), and in connection with any exercise of the Over-Allotment Option, in whole or in part, the Purchaser has agreed to purchase additional Private Placement Warrants as more particularly set forth herein; WHEREAS, each Private Placement Warrant shall be exercisable for one (1) share of Class A Common Stock at an exercise price of $11

As used in this Agreement, the following terms shall have the meanings set forth below

Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to them in the Warrant Agreement or the Trust Agreement, as applicable

For the avoidance of doubt, if the Over-Allotment Option is exercised in part, the number of Additional Private Placement Warrants shall be proportionally adjusted as provided in Section 2

For purposes of this Agreement, except as otherwise expressly provided herein or unless the context otherwise requires: (a) the meaning assigned to each term defined herein shall be equally applicable to both the singular and the plural forms of such term; (b) the words "herein," "hereof," "hereunder," and "herewith" and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement; (c) the word "including" (and variations thereof) shall mean "including, without limitation"; (d) all references to "Sections," "Articles," "Schedules," and "Exhibits" are intended to refer to Sections, Articles, Schedules, and Exhibits of or to this Agreement; and (e) all references to "$" or "dollars" shall be to United States dollars

On the terms and subject to the conditions set forth in this Agreement, the Company agrees to issue and sell to the Purchaser, and the Purchaser agrees to purchase from the Company, 5,500,000 Private Placement Warrants at a purchase price of $1