(ii) On the consummation of the closing of the Option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (an Over-allotment Closing Date, and each Over-allotment Closing Date (if any) and the IPO Closing Date, a Closing Date), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 1,050,000 Sponsor Warrants (or, to the extent the Option is not exercised in full, a lesser number of Sponsor Warrants in proportion to the portion of the Option that is then exercised) at a price of $2.00 per warrant for an aggregate purchase price of up to $2,100,000 (such aggregate purchase price for such Sponsor Warrants, the Over-allotment Purchase Price), which shall be paid by wire transfer of immediately available funds to the Company at least one (1) business day prior to such Over-allotment Closing Date in accordance with the wiring instructions provided by the Company to Purchaser.
(iii) On each Closing Date, following the payment by the Purchaser of the Purchase Price or Over-Allotment Purchase Price, as applicable, by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, the Company, at its option, shall deliver a certificate to the Purchaser evidencing the Sponsor Warrants purchased on such Closing Date duly registered in the Purchasers name or effect such delivery in book-entry form.
C. Terms of the Sponsor Warrants.
(i) Each Sponsor Warrant shall have the terms set forth in a Warrant Agreement (the Warrant Agreement) to be entered into by the Company and a warrant agent, which Warrant Agreement shall also govern the terms for the warrants to be sold in the Public Offering. All Sponsor Warrants will be subject to the same Warrant Agreement and will have the same terms.
(ii) At the time of, or prior to, the closing of the Public Offering, the Company and the Purchaser shall enter into a registration rights agreement (the Registration Rights Agreement) pursuant to which the Company will grant certain registration rights to the Purchaser relating to the Sponsor Warrants purchased by the Purchaser and the Shares underlying such Sponsor Warrants.
Section 2. Representations and Warranties of the Company. As a material inducement to the Purchaser to enter into this Agreement and purchase the Sponsor Warrants, the Company hereby represents and warrants to the Purchaser (which representations and warranties shall survive the Closing Date) that:
A. Organization and Corporate Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Warrant Agreement.
B. Authorization; No Breach.
(i) The execution, delivery and performance of this Agreement and the Sponsor Warrants have been duly authorized by the Company as of the applicable Closing Date. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms. Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Sponsor Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the applicable Closing Date.