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 X-0, X-0XXX 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(a) Upon the basis of the warranties and representations herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Shares to the Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective number of Firm Shares set forth opposite such Underwriter’s delivery name in Schedule 1 hereto at a price per share of $24.2125. In addition, the Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Sponsor Firm Shares but not payable on the Option Shares. The Option Shares may be purchased by the Underwriters only for the purposes of covering over-allotments made in connection with the sale of the Firm Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be preceded the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or accompanied such number increased as set forth in Section 11 hereof) bears to the aggregate number of Firm Shares being purchased from the Company by an originally executed Form X-0the several Underwriters, X-0XXX or W-8IMYsubject, however, to such adjustments to eliminate any fractional shares as applicablethe Representative in their sole discretion shall make. The Company Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, on or before the Sponsor shall notify Subscriber in writing of thirtieth day following the anticipated date of the effectiveness Prospectus, by written notice from the Representative to the Company. Such notice shall set forth the number of Option Shares as to which the Registration Statement option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as defined belowhereinafter defined) (but shall not be earlier than the “Effective Date”) at least two (2) Business Days Closing Date nor later than the tenth full business day (as defined belowhereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 11 hereof). Any such notice shall be given promptly prior to the Effective Date, date and Subscriber shall remit the Unit Purchase Price to the Company’s transfer agent (to be held in escrow pending the consummation time 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 Yorkdelivery specified therein.

Purchase of the Securities. Subscriber(a) The Company agrees to issue and sell the Securities, and each Purchaser, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally, and not jointly, to purchase at a purchase price of 97.5% of the principal amount thereof plus accrued interest, if any, from August 19, 2022 to the Closing Date (the “Purchase Price”), from the Company, the respective principal amount of Securities set forth opposite such Purchaser’s delivery name in Schedule 1 hereto. In addition, on the basis of this Agreement the representations, warranties and agreements set forth herein, and subject to the conditions set forth herein, the Company hereby grants to the Purchasers an option to purchase, severally, and not jointly, at their election, up to $100,000,000 aggregate principal amount of Option Securities at the Purchase Price. Such option may be exercised in whole or in part at any time or from time to time, by written notice from the Purchasers to the Company and setting forth the Sponsor shall be preceded or accompanied by an originally executed Form X-0, X-0XXX or W-8IMY, as applicable. The Company or the Sponsor shall notify Subscriber in writing aggregate principal amount 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 (Option Securities 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 purchased 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 such Option Securities are to be delivered, as determined by you but in no event earlier than the Unit Purchase Price to the Company’s transfer agent, thenClosing Date or, unless Subscriber you and the Company otherwise agrees agree in writing, earlier than two or later than ten business days after the Company date of such notice; provided, in no event 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 delivery date of the Business Combination at least two Option Securities be later than the last day of the 13 calendar day period beginning on, and including, the Closing Date (2) Business Days prior the “Option Period”). The principal amount of Option Securities to be purchased by each Purchaser shall be the same percentage of the total principal amount of Option Securities to be purchased by all Purchasers as such Purchaser is purchasing of the Firm Securities, subject to such date, and the Sponsor adjustments as you in your absolute discretion shall deliver the Founder Shares make to or as instructed by Subscriber against payment eliminate any fraction of the Founder Shares Purchase Price to accounts indicated by the Sponsor by wire transfer $1,000 principal amount 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 YorkSecurities.

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 X-0W-0, X-0XXX 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 X-0, X-0XXX 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. The Subscriber’s delivery of this Agreement to the Company and the Sponsor shall be preceded or accompanied by an originally executed Form X-0W-0, X-0XXX 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 Rxxxxxxx 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 Rxxxxxxx by wire transfer of immediately available funds or other means approved by the SponsorRxxxxxxx, on the Founder Shares Closing Date, or such other date as Rxxxxxxx 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.

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 X-0, X-0XXX 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.