1. Agreement to Subscribe.
1.1 Purchase and Issuance of the Private Placement Warrants. Upon the terms and subject to the conditions of this Agreement:
(a) The Company has duly authorized the issuance and sale of the Warrants to the Subscriber.
(b) The Subscriber hereby agrees to purchase from the Company, and the Company hereby agrees to sell to the Subscriber, on the Closing Date (as defined below) 400,000 Private Placement Warrants, for $1.00 per Private Placement Warrant, payable by the Subscriber by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company as follows: (i) $400,000 to the trust account (the Trust Account) at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee (Continental), at least one (1) business day prior to the Closing Date, and (ii) $0 to the Company, at a financial institution to be chosen by the Company, on the Closing Date. On the Closing Date, the Company shall, subject to receipt of funds pursuant to the immediately prior sentence, at its option, deliver to the Subscriber the certificates representing the Private Placement Warrants purchased by the Subscriber or effect such delivery in book-entry form.
1.2 Closing. The closing of the purchase and sale of the Private Placement Warrants shall take place substantially simultaneously with the closing of the IPO (the Closing Date). The closing of the purchase and sale of the Private Placement Warrants shall take place at the offices of Morrison Cohen, LLP, 909 Third Avenue, New York, New York 10022, or such other place as may be agreed upon by the parties hereto.
1.3 Conditions to Closing. The obligation of the Subscriber to purchase and pay for the Private Placement Warrants as provided herein shall be subject to the satisfaction of the conditions set forth in the Underwriting Agreement, dated the date hereof (the Underwriting Agreement), by and between the Company and B. Riley Securities, Inc., as representative of the several underwriters named therein.
1.4 Termination. This Agreement and each of the obligations of the undersigned shall be null and void and without effect if the Closing Date does not occur on prior to [_________], 2021 or if the Underwriting Agreement is terminated for any reason.
2. Representations and Warranties of the Subscriber.
The Subscriber represents and warrants to the Company as follows:
2.1 Organization and Authority. The Subscriber is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and it possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement.
2.2 Authority. This Agreement has been validly authorized, executed and delivered by the Subscriber and is a valid and binding agreement of the Subscriber, enforceable against the Subscriber in accordance with its terms, subject to the general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors rights generally.