Purchase of Shares

Purchase of Shares. The Company hereby agrees that it shall sell to Purchaser at the Closing (defined below) $5,000,000 of newly issued shares of common stock of the Company ("New Shares"), valued at the price per share in the Company's trust account established in connection with its initial public offering ("IPO") after giving effect to the repayment of the $30,000 loan to the Company (the proceeds of which were placed into the trust account) described in the Company's proxy statement dated June 28, 2019. Provided, however, that the dollar amount of New Shares which will be sold to Purchaser at Closing shall be reduced by the aggregate dollar amount Purchaser spends, at Purchaser's sole option, purchasing shares of common stock of the Company in open market or privately negotiated transactions ("Public Shares"). The purchase price for the New Shares, less $50,000 as payment of the Purchaser's fees and expenses in connection with the transactions contemplated by this Agreement, shall be delivered by the Purchaser one day prior to the Closing to Continental Stock Transfer and Trust Company, as escrow agent, (the "Escrow Agent") pursuant to an escrow agreement by and between the Purchaser, an entity formed by the Company solely for purposes of entering into the Escrow Agreement "(NewCo") and the Escrow Agent in the form attached hereto. If the Closing does not occur or this Agreement is otherwise terminated, the Escrow Agent shall promptly return any such purchase price without interest or deduction in accordance with the terms of the Escrow Agreement. All shares purchased hereunder pursuant to this Section 1, whether Public Shares or New Shares, shall hereafter be referred to as the "Purchased Shares." Purchaser agrees that it will not seek conversion of any of the shares purchased hereunder at the Meeting.