Common use of Delivery and Payment for the Offered Securities Clause in Contracts

Delivery and Payment for the Offered Securities. In addition to the discount from the public offering price represented by the Purchase Price set forth in the last sentence of Section 2(a) of this Agreement, the Company hereby agrees to pay to each of the Underwriters pro rata in accordance with the number of Units set forth opposite the name of such Underwriter in Schedule A hereto a deferred discount of $0.35 per Unit (including both Firm Securities and Optional Securities) purchased hereunder, other than Units listed in Column A-2 of Schedule A hereto (the “Deferred Discount”). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Amended and Restated Certificate of Incorporation and the funds held under the Trust Agreement are distributed to the holders of the Class A Common Stock included in the Offered Securities sold pursuant to this Agreement (the “Public Stockholders”), (x) the Underwriters will forfeit any rights or claims to the Deferred Discount and (y) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis. (i) It is understood that the Representatives have been authorized, for their own accounts and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section of the purchase price for, the Firm Securities and any Optional Securities the Underwriters have agreed to purchase. Each of the Representatives, individually and not as the Representatives of the Underwriters, may (but shall not be obligated to) make payment for any Offered Securities to be purchased by any Underwriter whose funds shall not have been received by the Representatives by the First Closing Date or the applicable Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. (ii) Payment for the Firm Securities shall be made as follows: The net proceeds for the Firm Securities (including the Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the sale of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the IPO Prospectus upon delivery to the Representatives of the Firm Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Firm Securities, in each case for the account of the Underwriters. The Firm Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two business days prior to the First Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Firm Securities for delivery, at least one business day prior to the First Closing Date at a location in New York City as the Representatives may designate. The Company shall not be obligated to sell or deliver the Firm Securities except upon tender of payment by the Representatives for all the Firm Securities. At least one business day prior to the date of the effectiveness of the Registration Statement, the Company shall deposit the net proceeds from the sale of the Private Placement Warrants into the Trust Account as provided by the terms of the Sponsor Warrants Purchase Agreement. (iii) Payment for the Optional Securities shall be made as follows: the Purchase Price (including any Deferred Discount attributable to the Optional Securities) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement upon delivery to the Representatives of the Optional Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Optional Securities for the account of the Underwriters. The Optional Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two business days prior to the Option Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Optional Securities for delivery, at least one business day prior to the Option Closing Date. The Company shall not be obligated to sell or deliver the Optional Securities except upon tender of payment by the Representatives for all the Optional Securities. At least one business day prior to the Optional Securities settlement date, the Company shall deposit the proceeds from the sale of the applicable Private Placement Warrants into the Trust Account.

Delivery and Payment for the Offered Securities. In addition to the discount from the public offering price represented by the Purchase Price set forth in the last sentence of Section 2(a) of this Agreement, the Company hereby agrees to pay to each of the Underwriters pro rata in accordance with the number of Units set forth opposite the name of such Underwriter in Schedule A hereto a deferred discount of $0.35 per Unit (including both Firm Securities and Optional Securities) purchased hereunder, other than Units listed in Column A-2 of Schedule A hereto hereunder (the “Deferred Discount”). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Amended and Restated Certificate Memorandum and Articles of Incorporation Association and the funds held under the Trust Agreement are distributed to the holders of the Class A Common Stock Ordinary Shares included in the Offered Securities sold pursuant to this Agreement (the “Public StockholdersShareholders”), (x) the Underwriters will forfeit any rights or claims to the Deferred Discount and (y) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders Shareholders on a pro rata basis. (i) It is understood that the Representatives have Representative has been authorized, for their its own accounts account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section of the purchase price for, the Firm Securities and any Optional Securities the Underwriters have agreed to purchase. Each of the RepresentativesJefferies, individually and not as the Representatives Representative of the Underwriters, may (but shall not be obligated to) make payment for any Offered Securities to be purchased by any Underwriter whose funds shall not have been received by the Representatives Representative by the First Closing Date or the applicable Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. (ii) Payment for the Firm Securities shall be made as follows: The net proceeds for the Firm Securities (including the Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the sale of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the IPO Prospectus upon delivery to the Representatives Representative of the Firm Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Firm Securities, in each case for the account of the Underwriters. The Firm Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two business days prior to the First Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Firm Securities for delivery, at least one business day prior to the First Closing Date at a location in New York City as the Representatives Representative may designate. The Company shall not be obligated to sell or deliver the Firm Securities except upon tender of payment by the Representatives Representative for all the Firm Securities. At least one business day prior to the date of the effectiveness of the Registration Statement, the Company shall deposit the net proceeds from the sale of the Private Placement Warrants into the Trust Account as provided by the terms of the Sponsor Private Placement Warrants Purchase Agreement. (iii) Payment for the Optional Securities shall be made as follows: the Purchase Price (including any Deferred Discount attributable to the Optional Securities) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement upon delivery to the Representatives Representative of the Optional Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Optional Securities for the account of the Underwriters. The Optional Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two business days prior to the Option Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Optional Securities for delivery, at least one business day prior to the Option Closing Date. The Company shall not be obligated to sell or deliver the Optional Securities except upon tender of payment by the Representatives Representative for all the Optional Securities. At least one business day prior to the Optional Securities settlement dateOption Closing Date, the Company shall deposit the proceeds from the sale of the applicable Private Placement Warrants into the Trust Account.

Delivery and Payment for the Offered Securities. (i) In addition to the discount from the public offering price represented by the Purchase Price set forth in the last sentence of Section 2(a) of this Agreement, the Company hereby agrees to pay to each of the Underwriters pro rata in accordance with the number of Units set forth opposite the name of such Underwriter in Schedule A hereto a deferred discount of $0.35 per Unit (including both Firm Securities and Optional Securities) purchased hereunder, other than Units listed in Column A-2 of Schedule A hereto hereunder (the “Deferred Discount”). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Amended and Restated Certificate of Incorporation Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Class A Common Stock included in the Offered Securities sold pursuant to this Agreement (the “Public Stockholders”), (x) the Underwriters will forfeit any rights or claims to the Deferred Discount and (y) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis. (i) It is understood that the Representatives have Representative has been authorized, for their its own accounts account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section of the purchase price for, the Firm Securities and any Optional Securities the Underwriters have agreed to purchase. Each of the RepresentativesJefferies, individually and not as the Representatives Representative of the Underwriters, may (but shall not be obligated to) make payment for any Offered Securities to be purchased by any Underwriter whose funds shall not have been received by the Representatives Representative by the First Closing Date or the applicable Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. (ii) Payment for the Firm Securities shall be made as follows: The net proceeds for the Firm Securities (including the Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the sale of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units units sold and the public offering price per Unit as set forth on the cover of the IPO Prospectus upon delivery to the Representatives Representative of the Firm Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Firm Securities, in each case for the account of the Underwriters. The Firm Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two business days prior to the First Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Firm Securities for delivery, at least one business day prior to the First Closing Date at a location in New York City as the Representatives Representative may designate. The Company shall not be obligated to sell or deliver the Firm Securities except upon tender of payment by the Representatives Representative for all the Firm Securities. At least one business day prior to the date of the effectiveness of the Registration Statement, the Company shall deposit the net proceeds from the sale of the Private Placement Warrants into the Trust Account as provided by the terms of the Sponsor Warrants Purchase Agreement. (iii) Payment for the Optional Securities shall be made as follows: the Purchase Price $9.80 per Optional Security (including any Deferred Discount attributable to the Optional Securities) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement upon delivery to the Representatives Representative of the Optional Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Optional Securities for the account of the Underwriters. The Optional Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two business days prior to the Option Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Optional Securities for delivery, at least one business day prior to the Option Closing Date. The Company shall not be obligated to sell or deliver the Optional Securities except upon tender of payment by the Representatives Representative for all the Optional Securities. At least one business day prior to the Optional Securities settlement date, the Company shall deposit the proceeds from the sale of the applicable Private Placement Warrants into the Trust Account.

Delivery and Payment for the Offered Securities. In addition to the discount from the public offering price represented by the Purchase Price set forth in the last sentence of Section 2(a) of this Agreement, the Company hereby agrees to pay to each of the Underwriters pro rata in accordance with the number of Units set forth opposite the name of such Underwriter in Schedule A hereto a deferred discount of $0.35 per Unit Share (including both Firm Securities and Optional Securities) purchased hereunder, other than Units Share listed in Column A-2 of Schedule A hereto (the “Deferred Discount”). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Amended and Restated Certificate of Incorporation and the funds held under the Trust Agreement are distributed to the holders of the Class A Common Stock included in the Offered Securities sold pursuant to this Agreement (the “Public Stockholders”), (x) the Underwriters will forfeit any rights or claims to the Deferred Discount and (y) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis. (i) It is understood that the Representatives have Representative has been authorized, for their its own accounts account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section of the purchase price for, the Firm Securities and any Optional Securities the Underwriters have agreed to purchase. Each of the RepresentativesJefferies, individually and not as the Representatives Representative of the Underwriters, may (but shall not be obligated to) make payment for any Offered Securities to be purchased by any Underwriter whose funds shall not have been received by the Representatives Representative by the First Closing Date or the applicable Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. (ii) Payment for the Firm Securities shall be made as follows: The net proceeds for the Firm Securities (including the Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the sale of the Private Placement Warrants Shares, if any, in order for the Trust Account to equal the product of the number of Units Shares sold and the public offering price per Unit Share as set forth on the cover of the IPO Prospectus upon delivery to the Representatives Representative of the Firm Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Firm Securities, in each case for the account of the Underwriters. The Firm Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two business days prior to the First Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Firm Securities for delivery, at least one business day prior to the First Closing Date at a location in New York City as the Representatives Representative may designate. The Company shall not be obligated to sell or deliver the Firm Securities except upon tender of payment by the Representatives Representative for all the Firm Securities. At least one business day prior to the date of the effectiveness of the Registration Statement, the Company shall deposit the net proceeds from the sale of the Private Placement Warrants Shares into the Trust Account as provided by the terms of the Sponsor Warrants Class A Common Stock Purchase Agreement. (iii) Payment for the Optional Securities shall be made as follows: the Purchase Price (including any Deferred Discount attributable to the Optional Securities) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement upon delivery to the Representatives Representative of the Optional Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Optional Securities for the account of the Underwriters. The Optional Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two business days prior to the Option Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Optional Securities for delivery, at least one business day prior to the Option Closing Date. The Company shall not be obligated to sell or deliver the Optional Securities except upon tender of payment by the Representatives Representative for all the Optional Securities. At least one business day prior to the Optional Securities settlement date, the Company shall deposit the proceeds from the sale of the applicable Private Placement Warrants Shares into the Trust Account.

Delivery and Payment for the Offered Securities. (i) In addition to the discount from the public offering price represented by the Purchase Price set forth in the last sentence of Section 2(a) of this Agreement, the Company hereby agrees to pay to each of the Underwriters pro rata in accordance with the number of Units set forth opposite the name of such Underwriter in Schedule A hereto a deferred discount of $0.35 per Unit (including both Firm Securities and Optional Securities) purchased hereunder, other than Units listed in Column A-2 of Schedule A hereto hereunder (the “Deferred Discount”). The Deferred Discount will be fully earned by each Underwriter upon the payment of the purchase price for the Securities purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Optional Securities) and will be paid if and when the company consummates its Business Combination, without any further conditions. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Amended and Restated Certificate of Incorporation Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Class A Common Stock Ordinary Shares included in the Offered Securities sold pursuant to this Agreement (the “Public StockholdersShareholders”), (x) the Underwriters will forfeit any rights or claims to the Deferred Discount and (y) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders Shareholders on a pro rata basis. For the avoidance of doubt, the obligations of the Underwriters under this Agreement shall be fully satisfied upon the payment of the purchase price for the Units purchased by the Underwriters on the date of the closing of the Offering without any further conditions. (iii) It is understood that the Representatives have been authorized, for their own accounts and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section of the purchase price for, the Firm Securities and any Optional Securities the Underwriters have agreed to purchase. Each of the Representatives, individually and not as the Representatives of the Underwriters, may (but shall not be obligated to) make payment for any Offered Securities to be purchased by any Underwriter whose funds shall not have been received by the Representatives by the First Closing Date or the applicable Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. (iiiii) Payment for the Firm Securities shall be made as follows: The net proceeds for the Firm Securities (including the Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the sale of the Private Placement Warrants Units in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit Class A Ordinary Share as set forth on the cover of the IPO Prospectus upon delivery to the Representatives of the Firm Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Firm Securities, in each case for the account of the Underwriters. The Firm Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two one business days day prior to the First Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Firm Securities for delivery, at least one business day prior to the First Closing Date at a location in New York City as the Representatives may designate. The Company shall not be obligated to sell or deliver the Firm Securities except upon tender of payment by the Representatives for all the Firm Securities. At least one business day prior to the date of the effectiveness of the Registration StatementFirm Securities settlement date, the Company shall deposit the net applicable proceeds from the sale of the applicable Private Placement Warrants Units into the Trust Account as provided by the terms of the Sponsor Warrants Purchase AgreementAccount. (iiiiv) Payment for the Optional Securities shall be made as follows: the Purchase Price $9.80 per Optional Security (including any Deferred Discount attributable to the Optional Securities) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Units in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Class A Ordinary Share as set forth on the cover of the Prospectus upon delivery to the Representatives of the Optional Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Optional Securities for the account of the Underwriters. The Optional Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two business days prior to the Option Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Optional Securities for delivery, at least one business day prior to the Option Closing Date. The Company shall not be obligated to sell or deliver the Optional Securities except upon tender of payment by the Representatives for all the Optional Securities. At least one business day prior to the Optional Securities settlement date, the Company shall deposit the applicable proceeds from the sale of the applicable Private Placement Warrants Units into the Trust Account.

Delivery and Payment for the Offered Securities. (i) In addition to the discount from the public offering price represented by the Purchase Price set forth in the last sentence of Section 2(a) of this Agreement, the Company hereby agrees to pay to each of the Underwriters pro rata in accordance with the number of Units set forth opposite the name of such Underwriter in Schedule A hereto a deferred discount of $0.35 per Unit (including both Firm Securities and Optional Securities) purchased hereunder, other than Units listed in Column A-2 of Schedule A hereto hereunder (the “Deferred Discount”). Upon consummation of the Business Combination, the Deferred Discount will be paid directly from amounts on deposit in the Trust Account, and the Company shall cause CST to pay the Deferred Discount by wire transfer of immediately available funds to the Representative in the same percentages of the total number of Offered Securities such Representative purchased and as set forth in Schedule A hereto. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Amended and Restated Certificate of Incorporation Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the shares of Class A Common Stock included in the Offered Securities sold pursuant to this Agreement (the “Public Stockholders”), (x) the Underwriters will forfeit any rights or claims to the Deferred Discount and (y) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis. (iii) It is understood that the Representatives have Representative has been authorized, for their its own accounts account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section of the purchase price for, the Firm Securities and any Optional Securities the Underwriters have agreed to purchase. Each of the RepresentativesThe Representative, individually and not as the Representatives Representative of the Underwriters, may (but shall not be obligated to) make payment for any Offered Securities to be purchased by any Underwriter whose funds shall not have been received by the Representatives Representative by the First Closing Date or the applicable Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. (iiiii) Payment for the Firm Securities shall be made as follows: The net proceeds for the Firm Securities (including the Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the sale of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the IPO Prospectus upon delivery to the Representatives Representative of the Firm Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Firm Securities, in each case for the account of the Underwriters. The Firm Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two one business days day prior to the First Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Firm Securities for delivery, at least one business day prior to the First Closing Date at a location in New York City as the Representatives Representative may designate. The Company shall not be obligated to sell or deliver the Firm Securities except upon tender of payment by the Representatives Representative for all the Firm Securities. At least one business day prior to the date of the effectiveness of the Registration StatementFirst Closing Date, the Company shall deposit the net proceeds from the sale of the Private Placement Warrants into the Trust Account as provided by the terms of the Sponsor Warrants Warrant Purchase AgreementAgreements. (iiiiv) Payment for the Optional Securities shall be made as follows: the Purchase Price $9.80 per Optional Security (including any Deferred Discount attributable to the Optional Securities) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement upon delivery to the Representatives Representative of the Optional Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Optional Securities for the account of the Underwriters. The Optional Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two business days prior to the Option Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Optional Securities for delivery, at least one business day prior to the Option Closing Date. The Company shall not be obligated to sell or deliver the Optional Securities except upon tender of payment by the Representatives Representative for all the Optional Securities. At least one business day prior to the Optional Securities settlement dateOption Closing Date, the Company shall deposit the proceeds from the sale of the applicable Private Placement Warrants into the Trust Account.

Delivery and Payment for the Offered Securities. In addition to the discount from the public offering price represented by the Purchase Price set forth in the last sentence of Section 2(a) of this Agreement, the Company hereby agrees to pay to each of the Underwriters pro rata in accordance with the number of Units set forth opposite the name of such Underwriter in Schedule A hereto a deferred discount of $0.35 per Unit (including both Firm Securities and Optional Securities) purchased hereunder, other than Units listed in Column A-2 of Schedule A hereto hereunder (the “Deferred Discount”). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Amended and Restated Certificate of Incorporation and the funds held under the Trust Agreement are distributed to the holders of the Class A Common Stock included in the Offered Securities sold pursuant to this Agreement (the “Public Stockholders”), (x) the Underwriters will forfeit any rights or claims to the Deferred Discount and (y) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis. (i) It is understood that the Representatives have Representative has been authorized, for their its own accounts account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section of the purchase price for, the Firm Securities and any Optional Securities the Underwriters have agreed to purchase. Each of the RepresentativesJefferies, individually and not as the Representatives Representative of the Underwriters, may (but shall not be obligated to) make payment for any Offered Securities to be purchased by any Underwriter whose funds shall not have been received by the Representatives Representative by the First Closing Date or the applicable Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. (ii) Payment for the Firm Securities shall be made as follows: The net proceeds for the Firm Securities (including the Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the sale of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the IPO Prospectus upon delivery to the Representatives Representative of the Firm Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Firm Securities, in each case for the account of the Underwriters. The Firm Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two business days prior to the First Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Firm Securities for delivery, at least one business day prior to the First Closing Date at a location in New York City as the Representatives Representative may designate. The Company shall not be obligated to sell or deliver the Firm Securities except upon tender of payment by the Representatives Representative for all the Firm Securities. At least one business day prior to the date of the effectiveness of the Registration Statement, the Company shall deposit the net proceeds from the sale of the Private Placement Warrants into the Trust Account as provided by the terms of the Sponsor Warrants Purchase Agreement. (iii) Payment for the Optional Securities shall be made as follows: the Purchase Price (including any Deferred Discount attributable to the Optional Securities) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement upon delivery to the Representatives Representative of the Optional Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Optional Securities for the account of the Underwriters. The Optional Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two business days prior to the Option Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Optional Securities for delivery, at least one business day prior to the Option Closing Date. The Company shall not be obligated to sell or deliver the Optional Securities except upon tender of payment by the Representatives Representative for all the Optional Securities. At least one business day prior to the Optional Securities settlement date, the Company shall deposit the proceeds from the sale of the applicable Private Placement Warrants into the Trust Account.

Delivery and Payment for the Offered Securities. (i) In addition to the discount from the public offering price represented by the Purchase Price set forth in the last sentence of Section 2(a) of this Agreement, the Company hereby agrees to pay to each of the Underwriters pro rata in accordance with the number of Units set forth opposite the name of such Underwriter in Schedule A hereto a deferred discount of $0.35 per Unit (including both Firm Securities and Optional Securities) purchased hereunder, other than Units listed in Column A-2 of Schedule A hereto hereunder (the “Deferred Discount”). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Amended and Restated Certificate of Incorporation Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Class A Common Stock Ordinary Shares included in the Offered Securities sold pursuant to this Agreement (the “Public StockholdersShareholders”), (x) the Underwriters will forfeit any rights or claims to the Deferred Discount and (y) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders Shareholders on a pro rata basis. (iii) It is understood that the Representatives have been authorized, for their its own accounts account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section of the purchase price for, the Firm Securities and any Optional Securities the Underwriters have agreed to purchase. Each of the Representatives, individually and not as the Representatives of the Underwriters, may (but shall not be obligated to) make payment for any Offered Securities to be purchased by any Underwriter whose funds shall not have been received by the Representatives by the First Closing Date or the applicable Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. (iiiii) Payment for the Firm Securities shall be made as follows: The net proceeds for the Firm Securities (including the Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the sale of the Private Placement Warrants Sponsor Units in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the IPO Prospectus upon delivery to the Representatives of the Firm Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Firm Securities, in each case for the account of the Underwriters. The Firm Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two one business days day prior to the First Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Firm Securities for delivery, at least one business day prior to the First Closing Date at a location in New York City as the Representatives may designate. The Company shall not be obligated to sell or deliver the Firm Securities except upon tender of payment by the Representatives for all the Firm Securities. At least one business day prior to the date of the effectiveness of the Registration Statement, the Company shall deposit the net proceeds from the sale of the Private Placement Warrants into the Trust Account as provided by the terms of the Sponsor Warrants Purchase Agreement. (iiiiv) Payment for the Optional Securities shall be made as follows: the Purchase Price $9.80 per Optional Security (including any Deferred Discount attributable to the Optional Securities) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement upon delivery to the Representatives of the Optional Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Optional Securities for the account of the Underwriters. The Optional Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two business days prior to the Option Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Optional Securities for delivery, at least one business day prior to the Option Closing Date. The Company shall not be obligated to sell or deliver the Optional Securities except upon tender of payment by the Representatives for all the Optional Securities. At least one business day prior to the Optional Securities settlement date, the Company shall deposit the proceeds from the sale of the applicable Private Placement Warrants Sponsor Units into the Trust Account.

Delivery and Payment for the Offered Securities. (i) In addition to the discount from the public offering price represented by the Purchase Price set forth in the last sentence of Section 2(a) of this Agreement, the Company hereby agrees to pay to each of the Underwriters pro rata in accordance with the number of Units set forth opposite the name of such Underwriter in Schedule A hereto a deferred discount of $0.35 per Unit (including both Firm Securities and Optional Securities) purchased hereunder, other than Units listed in Column A-2 of Schedule A hereto hereunder (the “Deferred Discount”). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Amended and Restated Certificate Memorandum and Articles of Incorporation Association and the funds held under the Trust Agreement are distributed to the holders of the Class A Common Stock Ordinary Shares included in the Offered Securities sold pursuant to this Agreement (the “Public StockholdersShareholders”), (x) the Underwriters will forfeit any rights or claims to the Deferred Discount and (y) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders Shareholders on a pro rata basis. (iii) It is understood that the Representatives have Representative has been authorized, for their its own accounts account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section of the purchase price for, the Firm Securities and any Optional Securities the Underwriters have agreed to purchase. Each of the RepresentativesThe Representative, individually and not as the Representatives Representative of the Underwriters, may (but shall not be obligated to) make payment for any Offered Securities to be purchased by any Underwriter whose funds shall not have been received by the Representatives Representative by the First Closing Date or the applicable Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. (iiiii) Payment for the Firm Securities shall be made as follows: The net proceeds for the Firm Securities (including the Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the sale of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the IPO Prospectus $10.15 upon delivery to the Representatives Representative of the Firm Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Firm Securities, in each case for the account of the Underwriters. The Firm Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two one business days day prior to the First Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Firm Securities for delivery, at least one business day prior to the First Closing Date at a location in New York City as the Representatives Representative may designate. The Company shall not be obligated to sell or deliver the Firm Securities except upon tender of payment by the Representatives Representative for all the Firm Securities. At least one business day prior to the date of the effectiveness of the Registration StatementFirm Securities settlement date, the Company shall deposit the net applicable proceeds from the sale of the applicable Private Placement Warrants into the Trust Account as provided by the terms of the Sponsor Warrants Purchase AgreementAccount. (iiiiv) Payment for the Optional Securities shall be made as follows: the Purchase Price $9.80 per Optional Security (including any Deferred Discount attributable to the Optional Securities) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and $10.15 upon delivery to the Representatives Representative of the Optional Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Optional Securities for the account of the Underwriters. The Optional Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two business days prior to the Option Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Optional Securities for delivery, at least one business day prior to the Option Closing Date. The Company shall not be obligated to sell or deliver the Optional Securities except upon tender of payment by the Representatives Representative for all the Optional Securities. At least one business day prior to the Optional Securities settlement date, the Company shall deposit the applicable proceeds from the sale of the applicable Private Placement Warrants into the Trust Account.

Delivery and Payment for the Offered Securities. In addition to the discount from the public offering price represented by the Purchase Price set forth in the last sentence of Section 2(a) of this Agreement, the Company hereby agrees to pay to each of the Underwriters pro rata in accordance with the number of Units set forth opposite the name of such Underwriter in Schedule A hereto a deferred discount of $0.35 per Unit (including both Firm Securities and Optional Securities) purchased hereunder, other than Units listed in Column A-2 of Schedule A hereto (the “Deferred Discount”). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Amended and Restated Certificate of Incorporation Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Class A Common Stock Ordinary Shares included in the Offered Securities sold pursuant to this Agreement (the “Public StockholdersShareholders”), (x) the Underwriters will forfeit any rights or claims to the Deferred Discount and (y) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders Shareholders on a pro rata basis. (i) It is understood that the Representatives have Representative has been authorized, for their its own accounts account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section of the purchase price for, the Firm Securities and any Optional Securities the Underwriters have agreed to purchase. Each of the RepresentativesJefferies, individually and not as the Representatives Representative of the Underwriters, may (but shall not be obligated to) make payment for any Offered Securities to be purchased by any Underwriter whose funds shall not have been received by the Representatives Representative by the First Closing Date or the applicable Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. (ii) Payment for the Firm Securities shall be made as follows: The net proceeds for the Firm Securities (including the Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the sale of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the IPO Prospectus upon delivery to the Representatives Representative of the Firm Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Firm Securities, in each case for the account of the Underwriters. The Firm Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two business days prior to the First Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Firm Securities for delivery, at least one business day prior to the First Closing Date at a location in New York City as the Representatives Representative may designate. The Company shall not be obligated to sell or deliver the Firm Securities except upon tender of payment by the Representatives Representative for all the Firm Securities. At least one business day prior to the date of the effectiveness of the Registration Statement, the Company shall deposit the net proceeds from the sale of the Private Placement Warrants into the Trust Account as provided by the terms of the Sponsor Warrants Purchase Agreement. (iii) Payment for the Optional Securities shall be made as follows: the Purchase Price (including any Deferred Discount attributable to the Optional Securities) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement upon delivery to the Representatives Representative of the Optional Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Optional Securities for the account of the Underwriters. The Optional Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two business days prior to the Option Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Optional Securities for delivery, at least one business day prior to the Option Closing Date. The Company shall not be obligated to sell or deliver the Optional Securities except upon tender of payment by the Representatives Representative for all the Optional Securities. At least one business day prior to the Optional Securities settlement date, the Company shall deposit the proceeds from the sale of the applicable Private Placement Warrants into the Trust Account.

Delivery and Payment for the Offered Securities. (i) In addition to the discount from the public offering price represented by the Purchase Price set forth in the last sentence of Section 2(a) of this Agreement, the Company hereby agrees to pay to each of the Underwriters pro rata in accordance with the number of Units set forth opposite the name of such Underwriter in Schedule A hereto a deferred discount of $0.35 0.40 per Unit Class A Ordinary Share (including both Firm Securities and Optional Securities) purchased hereunder, other than Units listed in Column A-2 of Schedule A hereto hereunder (the “Deferred Discount”). The Deferred Discount will be fully earned by each Underwriter upon the payment of the purchase price for the Securities purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Optional Securities) and will be paid if and when the company consummates its Business Combination, without any further conditions. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Amended and Restated Certificate of Incorporation Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Class A Common Stock included in the Offered Securities sold pursuant to this Agreement (the “Public StockholdersShareholders”), (x) the Underwriters will forfeit any rights or claims to the Deferred Discount and (y) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders Shareholders on a pro rata basis. (iii) It is understood that the Representatives have Representative has been authorized, for their its own accounts account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section of the purchase price for, the Firm Securities and any Optional Securities the Underwriters have agreed to purchase. Each of the RepresentativesRepresentative, individually and not as the Representatives Representative of the Underwriters, may (but shall not be obligated to) make payment for any Offered Securities to be purchased by any Underwriter whose funds shall not have been received by the Representatives Representative by the First Closing Date or the applicable Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. (ii) Payment for the Firm Securities shall be made as follows: The net proceeds for the Firm Securities (including the Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the sale of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the IPO Prospectus upon delivery to the Representatives of the Firm Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Firm Securities, in each case for the account of the Underwriters. The Firm Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two business days prior to the First Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Firm Securities for delivery, at least one business day prior to the First Closing Date at a location in New York City as the Representatives may designate. The Company shall not be obligated to sell or deliver the Firm Securities except upon tender of payment by the Representatives for all the Firm Securities. At least one business day prior to the date of the effectiveness of the Registration Statement, the Company shall deposit the net proceeds from the sale of the Private Placement Warrants into the Trust Account as provided by the terms of the Sponsor Warrants Purchase Agreement. (iii) Payment for the Optional Securities shall be made as follows: the Purchase Price (including any Deferred Discount attributable to the Optional Securities) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement upon delivery to the Representatives of the Optional Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Optional Securities for the account of the Underwriters. The Optional Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two business days prior to the Option Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Optional Securities for delivery, at least one business day prior to the Option Closing Date. The Company shall not be obligated to sell or deliver the Optional Securities except upon tender of payment by the Representatives for all the Optional Securities. At least one business day prior to the Optional Securities settlement date, the Company shall deposit the proceeds from the sale of the applicable Private Placement Warrants into the Trust Account.

Delivery and Payment for the Offered Securities. In addition to the discount from the public offering price represented by the Purchase Price set forth in the last sentence of Section 2(a) of this Agreement, the Company hereby agrees to pay to each of the Underwriters pro rata in accordance with the number of Units set forth opposite the name of such Underwriter in Schedule A hereto a deferred discount of $0.35 per Unit (including both Firm Securities and Optional SecuritiesSecurities but excluding any Xxxxxx Units) purchased hereunder, other than Units listed in Column A-2 of Schedule A hereto hereunder (the “Deferred Discount”). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Amended and Restated Certificate Memorandum and Articles of Incorporation Association and the funds held under the Trust Agreement are distributed to the holders of the Class A Common Stock Ordinary Shares included in the Offered Securities sold pursuant to this Agreement (the “Public Stockholders”), (x) the Underwriters will forfeit any rights or claims to the Deferred Discount and (y) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis. (i) It is understood that the Representatives have Representative has been authorized, for their its own accounts account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section of the purchase price for, the Firm Securities and any Optional Securities the Underwriters have agreed to purchase. Each of the RepresentativesJefferies, individually and not as the Representatives Representative of the Underwriters, may (but shall not be obligated to) make payment for any Offered Securities to be purchased by any Underwriter whose funds shall not have been received by the Representatives Representative by the First Closing Date or the applicable Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. (ii) Payment for the Firm Securities shall be made as follows: The net proceeds for the Firm Securities (including the Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the sale of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the IPO Prospectus upon delivery to the Representatives Representative of the Firm Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Firm Securities, in each case for the account of the Underwriters. The Firm Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two business days prior to the First Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Firm Securities for delivery, at least one business day prior to the First Closing Date at a location in New York City as the Representatives Representative may designate. The Company shall not be obligated to sell or deliver the Firm Securities except upon tender of payment by the Representatives Representative for all the Firm Securities. At least one business day prior to the date of the effectiveness of the Registration Statement, the Company shall deposit the net proceeds from the sale of the Private Placement Warrants into the Trust Account as provided by the terms of the Sponsor Private Placement Warrants Purchase Agreement. (iii) Payment for the Optional Securities shall be made as follows: the Purchase Price (including any Deferred Discount attributable to the Optional Securities) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement upon delivery to the Representatives Representative of the Optional Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Optional Securities for the account of the Underwriters. The Optional Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two business days prior to the Option Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Optional Securities for delivery, at least one business day prior to the Option Closing Date. The Company shall not be obligated to sell or deliver the Optional Securities except upon tender of payment by the Representatives Representative for all the Optional Securities. At least one business day prior to the Optional Securities settlement date, the Company shall deposit the proceeds from the sale of the applicable Private Placement Warrants into the Trust Account.

Delivery and Payment for the Offered Securities. In addition to the discount from the public offering price represented by the Purchase Price set forth in the last sentence of Section 2(a) of this Agreement, the Company hereby agrees to pay to each of the Underwriters pro rata in accordance with the number of Units set forth opposite the name of such Underwriter in Schedule A hereto a deferred discount of $0.35 per Unit (including both Firm Securities and Optional Securities) purchased hereunder, other than Units listed in Column A-2 of Schedule A hereto hereunder (the “Deferred Discount”). The Deferred Discount will be paid directly to the Representatives, on behalf of the Underwriters, by the trustee from amounts on deposit in the Trust Account by wire transfer if and when the Company consummates a Business Combination in the same percentages of the total number of Offered Securities such Underwriter purchased as set forth in Schedule A hereto. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Amended and Restated Certificate of Incorporation and the funds held under the Trust Agreement are distributed to the holders of the Class A Common Stock included in the Offered Securities sold pursuant to this Agreement (the “Public Stockholders”), (x) the Underwriters will forfeit any rights or claims to the Deferred Discount and (y) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis. (i) It is understood that the Representatives have been authorized, for their own accounts account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section of the purchase price for, the Firm Securities and any Optional Securities the Underwriters have agreed to purchase. Each of the RepresentativesCitigroup and Jefferies, individually and not as the Representatives of the Underwriters, may (but shall not be obligated to) make payment for any Offered Securities to be purchased by any Underwriter whose funds shall not have been received by the Representatives by the First Closing Date or the applicable Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. (ii) Payment for the Firm Securities shall be made as follows: The net proceeds for the Firm Securities (including the Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the sale of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the IPO Prospectus upon delivery to the Representatives of the Firm Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Firm Securities, in each case for the account of the Underwriters. The Firm Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two business days prior to the First Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Firm Securities for delivery, at least one business day prior to the First Closing Date at a location in New York City as the Representatives may designate. The Company shall not be obligated to sell or deliver the Firm Securities except upon tender of payment by the Representatives for all the Firm Securities. At least one business day prior to the date of the effectiveness of the Registration Statement, the Company shall deposit the net proceeds from the sale of the Private Placement Warrants into the Trust Account as provided by the terms of the Sponsor Warrants Purchase Agreement. (iii) Payment for the Optional Securities shall be made as follows: the Purchase Price (including any Deferred Discount attributable to the Optional Securities) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement upon delivery to the Representatives of the Optional Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Optional Securities for the account of the Underwriters. The Optional Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two business days prior to the Option Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Optional Securities for delivery, at least one business day prior to the Option Closing Date. The Company shall not be obligated to sell or deliver the Optional Securities except upon tender of payment by the Representatives for all the Optional Securities. At least one business day prior to the Optional Securities settlement date, the Company shall deposit the proceeds from the sale of the applicable Private Placement Warrants into the Trust Account.

Delivery and Payment for the Offered Securities. In addition to the discount from the public offering price represented by the Purchase Price set forth in the last sentence of Section 2(a) of this Agreement, the Company hereby agrees to pay to each of the Underwriters pro rata in accordance with the number of Units set forth opposite the name of such Underwriter in Schedule A hereto a deferred discount of $0.35 per Unit (including both Firm Securities and Optional Securities) purchased hereunder, other than Units listed in Column A-2 of Schedule A hereto hereunder (the “Deferred Discount”). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Amended and Restated Certificate Memorandum and Articles of Incorporation Association and the funds held under the Trust Agreement are distributed to the holders of the Class A Common Stock Ordinary Shares included in the Offered Securities sold pursuant to this Agreement (the “Public Stockholders”), (x) the Underwriters will forfeit any rights or claims to the Deferred Discount and (y) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis. (i) It is understood that the Representatives have Representative has been authorized, for their its own accounts account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section of the purchase price for, the Firm Securities and any Optional Securities the Underwriters have agreed to purchase. Each of the RepresentativesJefferies, individually and not as the Representatives Representative of the Underwriters, may (but shall not be obligated to) make payment for any Offered Securities to be purchased by any Underwriter whose funds shall not have been received by the Representatives Representative by the First Closing Date or the applicable Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. (ii) Payment for the Firm Securities shall be made as follows: The net proceeds for the Firm Securities (including the Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the sale of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the IPO Prospectus upon delivery to the Representatives Representative of the Firm Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Firm Securities, in each case for the account of the Underwriters. The Firm Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two business days prior to the First Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Firm Securities for delivery, at least one business day prior to the First Closing Date at a location in New York City as the Representatives Representative may designate. The Company shall not be obligated to sell or deliver the Firm Securities except upon tender of payment by the Representatives Representative for all the Firm Securities. At least one business day prior to the date of the effectiveness of the Registration Statement, the Company shall deposit the net proceeds from the sale of the Private Placement Warrants into the Trust Account as provided by the terms of the Sponsor Warrants Purchase Agreement. (iii) Payment for the Optional Securities shall be made as follows: the Purchase Price (including any Deferred Discount attributable to the Optional Securities) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement upon delivery to the Representatives Representative of the Optional Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Optional Securities for the account of the Underwriters. The Optional Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two business days prior to the Option Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Optional Securities for delivery, at least one business day prior to the Option Closing Date. The Company shall not be obligated to sell or deliver the Optional Securities except upon tender of payment by the Representatives Representative for all the Optional Securities. At least one business day prior to the Optional Securities settlement date, the Company shall deposit the proceeds from the sale of the applicable Private Placement Warrants into the Trust Account.

Delivery and Payment for the Offered Securities. (i) In addition to the discount from the public offering price represented by the Purchase Price set forth in the last sentence of Section 2(a) of this Agreement, the Company hereby agrees to pay to each of the Underwriters pro rata in accordance with the number of Units set forth opposite the name of such Underwriter in Schedule A hereto a deferred discount of $0.35 per Unit (including both Firm Securities and Optional Securities) purchased hereunder, other than Units listed in Column A-2 of Schedule A hereto hereunder (the “Deferred Discount”). Upon consummation of the Business Combination, the Deferred Discount will be paid directly from amounts on deposit in the Trust Account, and the Company shall cause CST to pay the Deferred Discount by wire transfer of immediately available funds to the Representative in the same percentages of the total number of Offered Securities such Representative purchased and as set forth in Schedule A hereto. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Amended and Restated Certificate of Incorporation Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the shares of Class A Common Stock included in the Offered Securities sold pursuant to this Agreement (the “Public Stockholders”), (x) the Underwriters will forfeit any rights or claims to the Deferred Discount and (y) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis. (iii) It is understood that the Representatives have Representative has been authorized, for their its own accounts account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section of the purchase price for, the Firm Securities and any Optional Securities the Underwriters have agreed to purchase. Each of the RepresentativesThe Representative, individually and not as the Representatives Representative of the Underwriters, may (but shall not be obligated to) make payment for any Offered Securities to be purchased by any Underwriter whose funds shall not have been received by the Representatives Representative by the First Closing Date or the applicable Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. (iiiii) Payment for the Firm Securities shall be made as follows: The net proceeds for the Firm Securities (including the Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the sale of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the IPO Prospectus upon delivery to the Representatives Representative of the Firm Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Firm Securities, in each case for the account of the Underwriters. The Firm Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two one business days day prior to the First Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Firm Securities for delivery, at least one business day prior to the First Closing Date at a location in New York City as the Representatives Representative may designate. The Company shall not be obligated to sell or deliver the Firm Securities except upon tender of payment by the Representatives Representative for all the Firm Securities. At least one business day prior to the date of the effectiveness of the Registration StatementFirst Closing Date, the Company shall deposit the net proceeds from the sale of the Private Placement Warrants into the Trust Account as provided by the terms of the Sponsor Warrants Private Placement Purchase Agreement. (iiiiv) Payment for the Optional Securities shall be made as follows: the Purchase Price $9.80 per Optional Security (including any Deferred Discount attributable to the Optional Securities) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement upon delivery to the Representatives Representative of the Optional Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Optional Securities for the account of the Underwriters. The Optional Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two business days prior to the Option Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Optional Securities for delivery, at least one business day prior to the Option Closing Date. The Company shall not be obligated to sell or deliver the Optional Securities except upon tender of payment by the Representatives Representative for all the Optional Securities. At least one business day prior to the Optional Securities settlement dateOption Closing Date, the Company shall deposit the proceeds from the sale of the applicable Private Placement Warrants into the Trust Account.

Delivery and Payment for the Offered Securities. In addition to the discount from the public offering price represented by the Purchase Price set forth in the last sentence of Section 2(a) of this Agreement, the Company hereby agrees to pay to each of the Underwriters pro rata in accordance with the number of Units set forth opposite the name of such Underwriter in Schedule A hereto a deferred discount of $0.35 per Unit Ordinary Share (including both Firm Securities and Optional Securities) purchased hereunder, other than Units listed in Column A-2 of Schedule A hereto hereunder (the “Deferred Discount”). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Amended and Restated Certificate Memorandum and Articles of Incorporation Association and the funds held under the Trust Agreement are distributed to the holders of the Class A Common Stock Ordinary Shares included in the Offered Securities sold pursuant to this Agreement (the “Public StockholdersShareholders”), (x) the Underwriters will forfeit any rights or claims to the Deferred Discount and (y) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders Shareholders on a pro rata basis. (i) It is understood that the Representatives have Representative has been authorized, for their its own accounts account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section of the purchase price for, the Firm Securities and any Optional Securities the Underwriters have agreed to purchase. Each of the RepresentativesJefferies, individually and not as the Representatives Representative of the Underwriters, may (but shall not be obligated to) make payment for any Offered Securities to be purchased by any Underwriter whose funds shall not have been received by the Representatives Representative by the First Closing Date or the applicable Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. (ii) Payment for the Firm Securities shall be made as follows: The net proceeds for the Firm Securities (including the Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the sale of the Private Placement Warrants Shares in order for the Trust Account to equal the product of the number of Units Ordinary Shares sold and the public offering price per Unit Ordinary Share as set forth on the cover of the IPO Prospectus upon delivery to the Representatives Representative of the Firm Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Firm Securities, in each case for the account of the Underwriters. The Firm Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two business days prior to the First Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Firm Securities for delivery, at least one business day prior to the First Closing Date at a location in New York City as the Representatives Representative may designate. The Company shall not be obligated to sell or deliver the Firm Securities except upon tender of payment by the Representatives Representative for all the Firm Securities. At least one business day prior to the date of the effectiveness of the Registration StatementFirst Closing Date, the Company shall deposit the net proceeds from the sale of the Private Placement Warrants Shares into the Trust Account as provided by the terms of the Sponsor Warrants Private Placement Shares Purchase Agreement. (iii) Payment for the Optional Securities shall be made as follows: the Purchase Price (including any Deferred Discount attributable to the Optional Securities) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement upon delivery to the Representatives Representative of the Optional Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Optional Securities for the account of the Underwriters. The Optional Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two business days prior to the Option Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Optional Securities for delivery, at least one business day prior to the Option Closing Date. The Company shall not be obligated to sell or deliver the Optional Securities except upon tender of payment by the Representatives Representative for all the Optional Securities. At least one business day prior to the Optional Securities settlement dateOption Closing Date, the Company shall deposit the proceeds from the sale of the applicable Private Placement Warrants Shares into the Trust Account.

Delivery and Payment for the Offered Securities. In addition to the discount from the public offering price represented by the Purchase Price set forth in the last sentence of Section 2(a) of this Agreement, the Company hereby agrees to pay to each of the Underwriters pro rata in accordance with the number of Units set forth opposite the name of such Underwriter in Schedule A hereto a deferred discount of $0.35 per Unit (including both Firm Securities and Optional Securities) purchased hereunder, other than Units listed in Column A-2 of Schedule A hereto hereunder (the “Deferred Discount”). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Amended and Restated Certificate of Incorporation and the funds held under the Trust Agreement are distributed to the holders of the Class A Common Stock included in the Offered Securities sold pursuant to this Agreement (the “Public Stockholders”), (x) the Underwriters will forfeit any rights or claims to the Deferred Discount and (y) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis. (i) It is understood that the Representatives have Representative has been authorized, for their its own accounts account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section of the purchase price for, the Firm Securities and any Optional Securities the Underwriters have agreed to purchase. Each of the RepresentativesJefferies, individually and not as the Representatives Representative of the Underwriters, may (but shall not be obligated to) make payment for any Offered Securities to be purchased by any Underwriter whose funds shall not have been received by the Representatives Representative by the First Closing Date or the applicable Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. (ii) Payment for the Firm Securities shall be made as follows: The net proceeds for the Firm Securities (including the Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the sale of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the IPO Prospectus upon delivery to the Representatives of the Firm Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Firm Securities, in each case for the account of the Underwriters. The Firm Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two business days prior to the First Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Firm Securities for delivery, at least one business day prior to the First Closing Date at a location in New York City as the Representatives may designate. The Company shall not be obligated to sell or deliver the Firm Securities except upon tender of payment by the Representatives for all the Firm Securities. At least one business day prior to the date of the effectiveness of the Registration Statement, the Company shall deposit the net proceeds from the sale of the Private Placement Warrants into the Trust Account as provided by the terms of the Sponsor Warrants Purchase Agreement. (iii) Payment for the Optional Securities shall be made as follows: the Purchase Price (including any Deferred Discount attributable to the Optional Securities) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement upon delivery to the Representatives of the Optional Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Optional Securities for the account of the Underwriters. The Optional Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two business days prior to the Option Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Optional Securities for delivery, at least one business day prior to the Option Closing Date. The Company shall not be obligated to sell or deliver the Optional Securities except upon tender of payment by the Representatives for all the Optional Securities. At least one business day prior to the Optional Securities settlement date, the Company shall deposit the proceeds from the sale of the applicable Private Placement Warrants into the Trust Account.

Delivery and Payment for the Offered Securities. In addition to the discount from the public offering price represented by the Purchase Price set forth in the last sentence of Section 2(a) of this Agreement, the Company hereby agrees to pay to each of the Underwriters pro rata in accordance with the number of Units set forth opposite the name of such Underwriter in Schedule A hereto a deferred discount of $0.35 per Unit (including both Firm Securities and Optional Securities) purchased hereunder, other than Units listed in Column A-2 of Schedule A hereto hereunder (the “Deferred Discount”). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Amended and Restated Certificate Memorandum and Articles of Incorporation Association and the funds held under the Trust Agreement are distributed to the holders of the Class A Common Stock Ordinary Shares included in the Offered Securities sold pursuant to this Agreement (the “Public StockholdersShareholders”), (x) the Underwriters will forfeit any rights or claims to the Deferred Discount and (y) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders Shareholders on a pro rata basis. (i) It is understood that the Representatives have Representative has been authorized, for their its own accounts account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section of the purchase price for, the Firm Securities and any Optional Securities the Underwriters have agreed to purchase. Each of the RepresentativesJefferies, individually and not as the Representatives Representative of the Underwriters, may (but shall not be obligated to) make payment for any Offered Securities to be purchased by any Underwriter whose funds shall not have been received by the Representatives Representative by the First Closing Date or the applicable Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. (ii) Payment for the Firm Securities shall be made as follows: The net proceeds for the Firm Securities (including the Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the sale of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the IPO Prospectus $10.15 upon delivery to the Representatives Representative of the Firm Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Firm Securities, in each case for the account of the Underwriters. The Firm Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two business days prior to the First Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Firm Securities for delivery, at least one business day prior to the First Closing Date at a location in New York City as the Representatives Representative may designate. The Company shall not be obligated to sell or deliver the Firm Securities except upon tender of payment by the Representatives Representative for all the Firm Securities. At least one business day prior to the date of the effectiveness of the Registration StatementFirst Closing Date, the Company shall deposit the net proceeds from the sale of the Private Placement Warrants into the Trust Account as provided by the terms of the Sponsor Private Placement Warrants Purchase AgreementAgreements. (iii) Payment for the Optional Securities shall be made as follows: the Purchase Price (including any Deferred Discount attributable to the Optional Securities) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement upon delivery to the Representatives Representative of the Optional Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Optional Securities for the account of the Underwriters. The Optional Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two business days prior to the Option Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Optional Securities for delivery, at least one business day prior to the Option Closing Date. The Company shall not be obligated to sell or deliver the Optional Securities except upon tender of payment by the Representatives Representative for all the Optional Securities. At least one business day prior to the Optional Securities settlement dateOption Closing Date, the Company shall deposit the proceeds from the sale of the applicable Private Placement Warrants into the Trust Account.

Delivery and Payment for the Offered Securities. In addition to the discount from the public offering price represented by the Purchase Price set forth in the last sentence of Section 2(a) of this Agreement, the Company hereby agrees to pay to each of the Underwriters pro rata in accordance with the number of Units set forth opposite the name of such Underwriter in Schedule A hereto a deferred discount of $0.35 per Unit (including both Firm Securities and Optional Securities) purchased hereunder, other than Units listed in Column A-2 of Schedule A hereto (the “Deferred Discount”). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Amended and Restated Certificate of Incorporation and the funds held under the Trust Agreement are distributed to the holders of the Class A Common Stock included in the Offered Securities sold pursuant to this Agreement (the “Public Stockholders”), (x) the Underwriters will forfeit any rights or claims to the Deferred Discount and (y) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis. (i) It is understood that the Representatives have Representative has been authorized, for their its own accounts account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section of the purchase price for, the Firm Securities and any Optional Securities the Underwriters have agreed to purchase. Each of the RepresentativesJefferies, individually and not as the Representatives Representative of the Underwriters, may (but shall not be obligated to) make payment for any Offered Securities to be purchased by any Underwriter whose funds shall not have been received by the Representatives Representative by the First Closing Date or the applicable Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. (ii) Payment for the Firm Securities shall be made as follows: The net proceeds for the Firm Securities (including the Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the sale of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the IPO Prospectus upon delivery to the Representatives of the Firm Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Firm Securities, in each case for the account of the Underwriters. The Firm Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two business days prior to the First Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Firm Securities for delivery, at least one business day prior to the First Closing Date at a location in New York City as the Representatives may designate. The Company shall not be obligated to sell or deliver the Firm Securities except upon tender of payment by the Representatives for all the Firm Securities. At least one business day prior to the date of the effectiveness of the Registration Statement, the Company shall deposit the net proceeds from the sale of the Private Placement Warrants into the Trust Account as provided by the terms of the Sponsor Warrants Purchase Agreement. (iii) Payment for the Optional Securities shall be made as follows: the Purchase Price (including any Deferred Discount attributable to the Optional Securities) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement upon delivery to the Representatives of the Optional Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Optional Securities for the account of the Underwriters. The Optional Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two business days prior to the Option Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Optional Securities for delivery, at least one business day prior to the Option Closing Date. The Company shall not be obligated to sell or deliver the Optional Securities except upon tender of payment by the Representatives for all the Optional Securities. At least one business day prior to the Optional Securities settlement date, the Company shall deposit the proceeds from the sale of the applicable Private Placement Warrants into the Trust Account.

Delivery and Payment for the Offered Securities. In addition to the discount from the public offering price represented by the Purchase Price set forth in the last sentence of Section 2(a) of this Agreement, the Company hereby agrees to pay to each of the Underwriters pro rata in accordance with the number of Units set forth opposite the name of such Underwriter in Schedule A hereto a deferred discount of $0.35 per Unit (including both Firm Securities and Optional Securities) purchased hereunder, other than Units listed in Column A-2 of Schedule A hereto hereunder (the “Deferred Discount”). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Amended and Restated Certificate of Incorporation and the funds held under the Trust Agreement are distributed to the holders of the Class A Common Stock included in the Offered Securities sold pursuant to this Agreement (the “Public Stockholders”), (x) the Underwriters will forfeit any rights or claims to the Deferred Discount and (y) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis. (i) It is understood that the Representatives have Representative has been authorized, for their its own accounts account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section of the purchase price for, the Firm Securities and any Optional Securities the Underwriters have agreed to purchase. Each of the RepresentativesJefferies, individually and not as the Representatives Representative of the Underwriters, may (but shall not be obligated to) make payment for any Offered Securities to be purchased by any Underwriter whose funds shall not have been received by the Representatives Representative by the First Closing Date or the applicable Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. (ii) Payment for the Firm Securities shall be made as follows: The net proceeds for the Firm Securities (including the Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the sale of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the IPO Prospectus upon delivery to the Representatives Representative of the Firm Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Firm Securities, in each case for the account of the Underwriters. The Firm Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two business days prior to the First Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Firm Securities for delivery, at least one business day prior to the First Closing Date at a location in New York City as the Representatives Representative may designate. The Company shall not be obligated to sell or deliver the Firm Securities except upon tender of payment by the Representatives Representative for all the Firm Securities. At least one business day prior to the date of the effectiveness of the Registration StatementFirst Closing Date, the Company shall deposit the net proceeds from the sale of the Private Placement Warrants into the Trust Account as provided by the terms of the Sponsor Warrants Purchase Agreement. (iii) Payment for the Optional Securities shall be made as follows: the Purchase Price (including any Deferred Discount attributable to the Optional Securities) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement upon delivery to the Representatives Representative of the Optional Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Optional Securities for the account of the Underwriters. The Optional Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two business days prior to the Option Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Optional Securities for delivery, at least one business day prior to the Option Closing Date. The Company shall not be obligated to sell or deliver the Optional Securities except upon tender of payment by the Representatives Representative for all the Optional Securities. At least one business day prior to the Optional Securities settlement date, the Company shall deposit the proceeds from the sale of the applicable Private Placement Warrants into the Trust Account.

Delivery and Payment for the Offered Securities. In addition to the discount from the public offering price represented by the Purchase Price set forth in the last sentence of Section 2(a) of this Agreement, the Company hereby agrees to pay to each of the Underwriters pro rata in accordance with the number of Units set forth opposite the name of such Underwriter in Schedule A hereto a deferred discount of $0.35 per Unit (including both Firm Securities and Optional Securities) purchased hereunder, other than Units listed in Column A-2 of Schedule A hereto hereunder (the “Deferred Discount”). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Amended and Restated Certificate Memorandum and Articles of Incorporation Association and the funds held under the Trust Agreement are distributed to the holders of the Class A Common Stock Ordinary Shares included in the Offered Securities sold pursuant to this Agreement (the “Public Stockholders”), (x) the Underwriters will forfeit any rights or claims to the Deferred Discount and (y) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis. (i) It is understood that the Representatives have Representative has been authorized, for their its own accounts account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section of the purchase price for, the Firm Securities and any Optional Securities the Underwriters have agreed to purchase. Each of the RepresentativesJefferies, individually and not as the Representatives Representative of the Underwriters, may (but shall not be obligated to) make payment for any Offered Securities to be purchased by any Underwriter whose funds shall not have been received by the Representatives Representative by the First Closing Date or the applicable Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. (ii) Payment for the Firm Securities shall be made as follows: The net proceeds for the Firm Securities (including the Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the sale of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the IPO Prospectus upon delivery to the Representatives Representative of the Firm Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Firm Securities, in each case for the account of the Underwriters. The Firm Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two business days prior to the First Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Firm Securities for delivery, at least one business day prior to the First Closing Date at a location in New York City as the Representatives Representative may designate. The Company shall not be obligated to sell or deliver the Firm Securities except upon tender of payment by the Representatives Representative for all the Firm Securities. At least one business day prior to the date of the effectiveness of the Registration Statement, the Company shall deposit the net proceeds from the sale of the Private Placement Warrants into the Trust Account as provided by the terms of the Sponsor Private Placement Warrants Purchase Agreement. (iii) Payment for the Optional Securities shall be made as follows: the Purchase Price (including any Deferred Discount attributable to the Optional Securities) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement upon delivery to the Representatives Representative of the Optional Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Optional Securities for the account of the Underwriters. The Optional Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two business days prior to the Option Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Optional Securities for delivery, at least one business day prior to the Option Closing Date. The Company shall not be obligated to sell or deliver the Optional Securities except upon tender of payment by the Representatives Representative for all the Optional Securities. At least one business day prior to the Optional Securities settlement date, the Company shall deposit the proceeds from the sale of the applicable Private Placement Warrants into the Trust Account.

Delivery and Payment for the Offered Securities. In addition to the discount from the public offering price represented by the Purchase Price set forth in the last sentence of Section 2(a) of this Agreement, the Company hereby agrees to pay to each of the Underwriters pro rata in accordance with the number of Units set forth opposite the name of such Underwriter in Schedule A hereto a deferred discount of $0.35 per Unit (including both Firm Securities and Optional Securities) purchased hereunder, other than Units listed in Column A-2 of Schedule A hereto (the “Deferred Discount”). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Amended and Restated Certificate of Incorporation and the funds held under the Trust Agreement are distributed to the holders of the Class A Common Stock included in the Offered Securities sold pursuant to this Agreement (the “Public Stockholders”), (x) the Underwriters will forfeit any rights or claims to the Deferred Discount and (y) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis. (i) It is understood that the Representatives have Representative has been authorized, for their its own accounts account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section of the purchase price for, the Firm Securities and any Optional Securities the Underwriters have agreed to purchase. Each of the RepresentativesJefferies, individually and not as the Representatives Representative of the Underwriters, may (but shall not be obligated to) make payment for any Offered Securities to be purchased by any Underwriter whose funds shall not have been received by the Representatives Representative by the First Closing Date or the applicable Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. (ii) Payment for the Firm Securities (except as described in Section (e)(iv)) shall be made as follows: The net proceeds for the Firm Securities (including the Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the sale of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the IPO Prospectus upon delivery to the Representatives Representative of the Firm Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Firm Securities, in each case for the account of the Underwriters. The Firm Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two business days prior to the First Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Firm Securities for delivery, at least one business day prior to the First Closing Date at a location in New York City as the Representatives Representative may designate. The Company shall not be obligated to sell or deliver the Firm Securities except upon tender of payment by the Representatives Representative for all the Firm Securities. At least one business day prior to the date of the effectiveness of the Registration Statement, the Company shall deposit the net proceeds from the sale of the Private Placement Warrants (not including the Private Placement Warrants to be transferred to the Transferee) into an escrow set up by Xxxxxxxx Xxxxxx, counsel for the Trust Account Company, on behalf of the Company (the “Escrow”), as provided by the terms of the Sponsor Warrants Purchase Private Warrant Subscription Agreement. (iii) Payment for the Optional Securities shall be made as follows: the Purchase Price (including any Deferred Discount attributable to the Optional Securities) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement upon delivery to the Representatives Representative of the Optional Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Optional Securities for the account of the Underwriters. The Optional Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two business days prior to the Option Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Optional Securities for delivery, at least one business day prior to the Option Closing Date. The Company shall not be obligated to sell or deliver the Optional Securities except upon tender of payment by the Representatives Representative for all the Optional Securities. At least one business day prior to the Optional Securities settlement date, the Company shall deposit the proceeds from the sale of the applicable Private Placement Warrants (not including the Private Placement Warrants to be transferred by the Transferee) into the Trust AccountEscrow. (iv) Concurrent with the closing of the IPO, pursuant to the Letter Agreement, Macquarie agrees to receive, in lieu of the $200,000 of the underwriting compensation payable to Macquarie upon the closing of the IPO, (a) 20,000 Private Placement Warrants from the Company and (b) 40,000 Founder Shares from IBIS Sponsor II EdtechX LLC. Immediately upon receipt of thereof, Macquarie will transfer the Private Placement Warrants and the Founder Shares to one of its affiliates.

Delivery and Payment for the Offered Securities. In addition to the discount from the public offering price represented by the Purchase Price set forth in the last sentence of Section 2(a) of this Agreement, the Company hereby agrees to pay to each of the Underwriters pro rata in accordance with the number of Units set forth opposite the name of such Underwriter in Schedule A hereto a deferred discount of $0.35 per Unit (including both Firm Securities and Optional Securities) purchased hereunder, other than Units listed in Column A-2 of Schedule A hereto hereunder (the “Deferred Discount”). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Amended and Restated Certificate of Incorporation and the funds held under the Trust Agreement are distributed to the holders of the shares of Class A Common Stock included in the Offered Securities sold pursuant to this Agreement (the “Public Stockholders”), (x) the Underwriters will forfeit any rights or claims to the Deferred Discount and (y) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis. (i) It is understood that the Representatives have Representative has been authorized, for their its own accounts account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section of the purchase price for, the Firm Securities and any Optional Securities the Underwriters have agreed to purchase. Each of the RepresentativesJefferies, individually and not as the Representatives Representative of the Underwriters, may (but shall not be obligated to) make payment for any Offered Securities to be purchased by any Underwriter whose funds shall not have been received by the Representatives Representative by the First Closing Date or the applicable Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. (ii) Payment for the Firm Securities shall be made as follows: The net proceeds for the Firm Securities (including the Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the sale of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the IPO Prospectus upon delivery to the Representatives Representative of the Firm Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Firm Securities, in each case for the account of the Underwriters. The Firm Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two business days prior to the First Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Firm Securities for delivery, at least one business day prior to the First Closing Date at a location in New York City as the Representatives Representative may designate. The Company shall not be obligated to sell or deliver the Firm Securities except upon tender of payment by the Representatives Representative for all the Firm Securities. At least one business day prior to the date of the effectiveness of the Registration Statement, the Company shall deposit the net proceeds from the sale of the Private Placement Warrants into the Trust Account as provided by the terms of the Sponsor Private Placement Warrants Purchase Agreement. (iii) Payment for the Optional Securities shall be made as follows: the Purchase Price (including any Deferred Discount attributable to the Optional Securities) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement upon delivery to the Representatives Representative of the Optional Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Optional Securities for the account of the Underwriters. The Optional Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two business days prior to the Option Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Optional Securities for delivery, at least one business day prior to the Option Closing Date. The Company shall not be obligated to sell or deliver the Optional Securities except upon tender of payment by the Representatives Representative for all the Optional Securities. At least one business day prior to the Optional Securities settlement date, the Company shall deposit the proceeds from the sale of the applicable Private Placement Warrants into the Trust Account.

Delivery and Payment for the Offered Securities. (i) In addition to the discount from the public offering price represented by the Purchase Price set forth in the last sentence of Section 2(a) of this AgreementAgreement (the “Upfront Discount”), the Company hereby agrees to pay to each of the Underwriters pro rata in accordance with the number of Units set forth opposite the name of such Underwriter in Schedule A hereto a deferred discount of $0.35 per Unit (including both Firm Securities and Optional Securities) purchased hereunder, other than Units listed in Column A-2 of Schedule A hereto hereunder (the “Deferred Discount”). In addition, the Company agrees $750,000 of the Upfront Discount that would have otherwise been payable to JMP Securities LLC (“JMP Securities”) upon the First Closing Date, will be deferred and be deposited into the Trust Account (the “Additional Deferred Discount”), which will be paid to JMP Securities upon consummation of the Business Combination. Upon consummation of the Business Combination, the Deferred Discount and the Additional Deferred Discount will be paid directly from amounts on deposit in the Trust Account, and the Company shall cause CST to pay the Deferred Discount and the Additional Deferred Discount by wire transfer of immediately available funds to the Representative, on behalf of the Underwriters. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Amended and Restated Certificate of Incorporation Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Class A Common Stock Ordinary Shares included in the Offered Securities sold pursuant to this Agreement (the “Public StockholdersShareholders”), (x) the Underwriters will forfeit any rights or claims to the Deferred Discount and the Additional Deferred Discount and (y) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount and the Additional Deferred Discount to the Public Stockholders Shareholders on a pro rata basis. (i) It is understood that the Representatives have been authorized, for their own accounts and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section of the purchase price for, the Firm Securities and any Optional Securities the Underwriters have agreed to purchase. Each of the Representatives, individually and not as the Representatives of the Underwriters, may (but shall not be obligated to) make payment for any Offered Securities to be purchased by any Underwriter whose funds shall not have been received by the Representatives by the First Closing Date or the applicable Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. (ii) Payment for the Firm Securities shall be made as follows: The net proceeds for the Firm Securities (including the Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the sale of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the IPO Prospectus upon delivery to the Representatives of the Firm Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Firm Securities, in each case for the account of the Underwriters. The Firm Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two business days prior to the First Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Firm Securities for delivery, at least one business day prior to the First Closing Date at a location in New York City as the Representatives may designate. The Company shall not be obligated to sell or deliver the Firm Securities except upon tender of payment by the Representatives for all the Firm Securities. At least one business day prior to the date of the effectiveness of the Registration Statement, the Company shall deposit the net proceeds from the sale of the Private Placement Warrants into the Trust Account as provided by the terms of the Sponsor Warrants Purchase Agreement. (iii) Payment for the Optional Securities shall be made as follows: the Purchase Price (including any Deferred Discount attributable to the Optional Securities) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement upon delivery to the Representatives of the Optional Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Optional Securities for the account of the Underwriters. The Optional Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two business days prior to the Option Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Optional Securities for delivery, at least one business day prior to the Option Closing Date. The Company shall not be obligated to sell or deliver the Optional Securities except upon tender of payment by the Representatives for all the Optional Securities. At least one business day prior to the Optional Securities settlement date, the Company shall deposit the proceeds from the sale of the applicable Private Placement Warrants into the Trust Account.

Delivery and Payment for the Offered Securities. In addition to the discount from the public offering price represented by the Purchase Price set forth in the last sentence of Section 2(a) of this Agreement, the Company hereby agrees to pay to each of the Underwriters pro rata in accordance with the number of Units set forth opposite the name of such Underwriter in Schedule A hereto a deferred discount of $0.35 per Unit (including both Firm Securities and Optional Securities) purchased hereunder, other than Units listed in Column A-2 of Schedule A hereto hereunder (the “Deferred Discount”). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Amended and Restated Certificate of Incorporation and the funds held under the Trust Agreement are distributed to the holders of the Class A Common Stock included in the Offered Securities sold pursuant to this Agreement (the “Public Stockholders”), (x) the Underwriters will forfeit any rights or claims to the Deferred Discount and (y) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis. (i) It is understood that the Representatives have Representative has been authorized, for their its own accounts account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section of the purchase price for, the Firm Securities and any Optional Securities the Underwriters have agreed to purchase. Each of the RepresentativesJefferies, individually and not as the Representatives Representative of the Underwriters, may (but shall not be obligated to) make payment for any Offered Securities to be purchased by any Underwriter whose funds shall not have been received by the Representatives Representative by the First Closing Date or the applicable Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. (ii) Payment for the Firm Securities shall be made as follows: The net proceeds for the Firm Securities (including the Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the sale of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the IPO Prospectus upon delivery to the Representatives Representative of the Firm Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Firm Securities, in each case for the account of the Underwriters. The Firm Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two business days prior to the First Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Firm Securities for delivery, at least one business day prior to the First Closing Date at a location in New York City as the Representatives Representative may designate. The Company shall not be obligated to sell or deliver the Firm Securities except upon tender of payment by the Representatives Representative for all the Firm Securities. At least one business day prior to the date of the effectiveness of the Registration Statement, the Company shall deposit the net proceeds from the sale of the Private Placement Warrants into the Trust Account as provided by the terms of the Sponsor Warrants Purchase AgreementAgreements. (iii) Payment for the Optional Securities shall be made as follows: the Purchase Price (including any Deferred Discount attributable to the Optional Securities) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement upon delivery to the Representatives Representative of the Optional Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Optional Securities for the account of the Underwriters. The Optional Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two business days prior to the Option Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Optional Securities for delivery, at least one business day prior to the Option Closing Date. The Company shall not be obligated to sell or deliver the Optional Securities except upon tender of payment by the Representatives Representative for all the Optional Securities. At least one business day prior to the Optional Securities settlement date, the Company shall deposit the proceeds from the sale of the applicable Private Placement Warrants into the Trust Account.

Delivery and Payment for the Offered Securities. In addition to the discount from the public offering price represented by the Purchase Price set forth in the last sentence of Section 2(a) of this Agreement, the Company hereby agrees to pay to each of the Underwriters pro rata in accordance with the number of Units set forth opposite the name of such Underwriter in Schedule A hereto a deferred discount of $0.35 per Unit Ordinary Shares (including both Firm Securities and Optional Securities) purchased hereunder, other than Units listed in Column A-2 of Schedule A hereto hereunder (the “Deferred Discount”). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Amended and Restated Certificate Memorandum and Articles of Incorporation Association and the funds held under the Trust Agreement are distributed to the holders of the Class A Common Stock Ordinary Shares included in the Offered Securities sold pursuant to this Agreement (the “Public StockholdersShareholders”), (x) the Underwriters will forfeit any rights or claims to the Deferred Discount and (y) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders Shareholders on a pro rata basis. (i) It is understood that the Representatives have Representative has been authorized, for their its own accounts account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section of the purchase price for, the Firm Securities and any Optional Securities the Underwriters have agreed to purchase. Each of the RepresentativesJefferies, individually and not as the Representatives Representative of the Underwriters, may (but shall not be obligated to) make payment for any Offered Securities to be purchased by any Underwriter whose funds shall not have been received by the Representatives Representative by the First Closing Date or the applicable Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. (ii) Payment for the Firm Securities shall be made as follows: The net proceeds for the Firm Securities (including the Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the sale of the Private Placement Warrants Shares in order for the Trust Account to equal the product of the number of Units Ordinary Shares sold and the public offering price per Unit Ordinary Share as set forth on the cover of the IPO Prospectus upon delivery to the Representatives Representative of the Firm Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Firm Securities, in each case for the account of the Underwriters. The Firm Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two business days prior to the First Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Firm Securities for delivery, at least one business day prior to the First Closing Date at a location in New York City as the Representatives Representative may designate. The Company shall not be obligated to sell or deliver the Firm Securities except upon tender of payment by the Representatives Representative for all the Firm Securities. At least one business day prior to the date of the effectiveness of the Registration StatementFirst Closing Date, the Company shall deposit the net proceeds from the sale of the Private Placement Warrants Shares into the Trust Account as provided by the terms of the Sponsor Warrants Private Placement Shares Purchase Agreement. (iii) Payment for the Optional Securities shall be made as follows: the Purchase Price (including any Deferred Discount attributable to the Optional Securities) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement upon delivery to the Representatives Representative of the Optional Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Optional Securities for the account of the Underwriters. The Optional Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two business days prior to the Option Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Optional Securities for delivery, at least one business day prior to the Option Closing Date. The Company shall not be obligated to sell or deliver the Optional Securities except upon tender of payment by the Representatives Representative for all the Optional Securities. At least one business day prior to the Optional Securities settlement dateOption Closing Date, the Company shall deposit the proceeds from the sale of the applicable Private Placement Warrants Shares into the Trust Account.

Delivery and Payment for the Offered Securities. (i) In addition to the discount from the public offering price represented by the Purchase Price set forth in the last sentence of Section 2(a) of this Agreement, the Company hereby agrees to pay to each of the Underwriters pro rata in accordance with the number of Units set forth opposite the name of such Underwriter in Schedule A hereto a deferred discount of $0.35 per Unit (including both Firm Securities and Optional Securities) purchased hereunder, other than Units listed in Column A-2 of Schedule A hereto hereunder (the “Deferred Discount”). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Amended and Restated Certificate of Incorporation Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Class A Common Stock included in the Offered Securities sold pursuant to this Agreement (the “Public Stockholders”), (x) the Underwriters will forfeit any rights or claims to the Deferred Discount and (y) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis. (i) It is understood that the Representatives have Representative has been authorized, for their its own accounts account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section of the purchase price for, the Firm Securities and any Optional Securities the Underwriters have agreed to purchase. Each of the RepresentativesJefferies, individually and not as the Representatives Representative of the Underwriters, may (but shall not be obligated to) make payment for any Offered Securities to be purchased by any Underwriter whose funds shall not have been received by the Representatives Representative by the First Closing Date or the applicable Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. (ii) Payment for the Firm Securities shall be made as follows: The net proceeds for the Firm Securities (including the Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the sale of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the IPO Prospectus upon delivery to the Representatives of the Firm Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Firm Securities, in each case for the account of the Underwriters. The Firm Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two business days prior to the First Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Firm Securities for delivery, at least one business day prior to the First Closing Date at a location in New York City as the Representatives may designate. The Company shall not be obligated to sell or deliver the Firm Securities except upon tender of payment by the Representatives for all the Firm Securities. At least one business day prior to the date of the effectiveness of the Registration Statement, the Company shall deposit the net proceeds from the sale of the Private Placement Warrants into the Trust Account as provided by the terms of the Sponsor Warrants Purchase Agreement. (iii) Payment for the Optional Securities shall be made as follows: the Purchase Price (including any Deferred Discount attributable to the Optional Securities) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement upon delivery to the Representatives of the Optional Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Optional Securities for the account of the Underwriters. The Optional Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two business days prior to the Option Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Optional Securities for delivery, at least one business day prior to the Option Closing Date. The Company shall not be obligated to sell or deliver the Optional Securities except upon tender of payment by the Representatives for all the Optional Securities. At least one business day prior to the Optional Securities settlement date, the Company shall deposit the proceeds from the sale of the applicable Private Placement Warrants into the Trust Account.

Delivery and Payment for the Offered Securities. In addition to the discount from the public offering price represented by the Purchase Price set forth in the last sentence of Section 2(a) of this Agreement, the Company hereby agrees to pay to each of the Underwriters pro rata in accordance with the number of Units set forth opposite the name of such Underwriter in Schedule A hereto a deferred discount of $0.35 per Unit (including both Firm Securities and Optional Securities) purchased hereunder, other than Units listed in Column A-2 of Schedule A hereto hereunder (the “Deferred Discount”). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Amended and Restated Certificate of Incorporation and the funds held under the Trust Agreement are distributed to the holders of the Class A Common Stock included in the Offered Securities sold pursuant to this Agreement (the “Public Stockholders”), (x) the Underwriters will forfeit any rights or claims to the Deferred Discount and (y) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis. (i) It is understood that the Representatives have Representative has been authorized, for their its own accounts account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section of the purchase price for, the Firm Securities and any Optional Securities the Underwriters have agreed to purchase. Each of the RepresentativesJefferies, individually and not as the Representatives Representative of the Underwriters, may (but shall not be obligated to) make payment for any Offered Securities to be purchased by any Underwriter whose funds shall not have been received by the Representatives Representative by the First Closing Date or the applicable Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. (ii) Payment for the Firm Securities shall be made as follows: The net proceeds for the Firm Securities (including the Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the sale of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the IPO Prospectus upon delivery to the Representatives Representative of the Firm Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Firm Securities, in each case for the account of the Underwriters. The Firm Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two business days prior to the First Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Firm Securities for delivery, at least one business day prior to the First Closing Date at a location in New York City as the Representatives Representative may designate. The Company shall not be obligated to sell or deliver the Firm Securities except upon tender of payment by the Representatives Representative for all the Firm Securities. At least one business day prior to the date of the effectiveness of the Registration Statement, the Company shall deposit the net proceeds from the sale of the Private Placement Warrants into the Trust Account as provided by the terms of the Sponsor Private Placement Warrants Purchase Agreement. (iii) Payment for the Optional Securities shall be made as follows: the Purchase Price (including any Deferred Discount attributable to the Optional Securities) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement upon delivery to the Representatives Representative of the Optional Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Optional Securities for the account of the Underwriters. The Optional Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two business days prior to the Option Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Optional Securities for delivery, at least one business day prior to the Option Closing Date. The Company shall not be obligated to sell or deliver the Optional Securities except upon tender of payment by the Representatives Representative for all the Optional Securities. At least one business day prior to the Optional Securities settlement dateOption Closing Date, the Company shall deposit the proceeds from the sale of the applicable Private Placement Warrants into the Trust Account.

Delivery and Payment for the Offered Securities. In addition to the discount from the public offering price represented by the Purchase Price set forth in the last sentence of Section 2(a) of this Agreement, the Company hereby agrees to pay to each of the Underwriters pro rata in accordance with the number of Units set forth opposite the name of such Underwriter in Schedule A hereto a deferred discount of $0.35 per Unit (including both Firm Securities and Optional Securities) purchased hereunder, other than Units listed in Column A-2 of Schedule A hereto hereunder (the “Deferred Discount”). The Deferred Discount will be paid directly to the Representatives, on behalf of the Underwriters, by the trustee from amounts on deposit in the Trust Account by wire transfer if and when the Company consummates a Business Combination in the same percentages of the total number of Offered Securities such Underwriter purchased as set forth in Schedule A hereto. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Amended and Restated Certificate Memorandum and Articles of Incorporation Association and the funds held under the Trust Agreement are distributed to the holders of the Class A Common Stock Ordinary Shares included in the Offered Securities sold pursuant to this Agreement (the “Public StockholdersShareholders”), (x) the Underwriters will forfeit any rights or claims to the Deferred Discount and (y) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders Shareholders on a pro rata basis. (i) It is understood that the Representatives have been authorized, for their own accounts account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section of the purchase price for, the Firm Securities and any Optional Securities the Underwriters have agreed to purchase. Each of the RepresentativesCitigroup and Jefferies, individually and not as the Representatives of the Underwriters, may (but shall not be obligated to) make payment for any Offered Securities to be purchased by any Underwriter whose funds shall not have been received by the Representatives by the First Closing Date or the applicable Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. (ii) Payment for the Firm Securities shall be made as follows: The net proceeds for the Firm Securities (including the Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the sale of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the IPO Prospectus upon delivery to the Representatives of the Firm Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Firm Securities, in each case for the account of the Underwriters. The Firm Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two business days prior to the First Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Firm Securities for delivery, at least one business day prior to the First Closing Date at a location in New York City as the Representatives may designate. The Company shall not be obligated to sell or deliver the Firm Securities except upon tender of payment by the Representatives for all the Firm Securities. At least one business day prior to the date of the effectiveness of the Registration Statement, the Company shall deposit the net proceeds from the sale of the Private Placement Warrants into the Trust Account as provided by the terms of the Sponsor Warrants Purchase Agreement. (iii) Payment for the Optional Securities shall be made as follows: the Purchase Price (including any Deferred Discount attributable to the Optional Securities) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement upon delivery to the Representatives of the Optional Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Optional Securities for the account of the Underwriters. The Optional Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two business days prior to the Option Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Optional Securities for delivery, at least one business day prior to the Option Closing Date. The Company shall not be obligated to sell or deliver the Optional Securities except upon tender of payment by the Representatives for all the Optional Securities. At least one business day prior to the Optional Securities settlement date, the Company shall deposit the proceeds from the sale of the applicable Private Placement Warrants into the Trust Account.

Delivery and Payment for the Offered Securities. In addition to the discount from the public offering price represented by the Purchase Price set forth in the last sentence of Section 2(a) of this Agreement, the Company hereby agrees to pay to each of the Underwriters pro rata in accordance with the number of Units set forth opposite the name of such Underwriter in Schedule A hereto a deferred discount of $0.35 per Unit (including both Firm Securities and Optional Securities) purchased hereunder, other than Units listed in Column A-2 of Schedule A hereto (the “Deferred Discount”). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Amended and Restated Certificate of Incorporation Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Class A Common Stock Ordinary Shares included in the Offered Securities sold pursuant to this Agreement (the “Public StockholdersShareholders”), (x) the Underwriters will forfeit any rights or claims to the Deferred Discount and (y) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders Shareholders on a pro rata basis. (i) It is understood that the Representatives have Representative has been authorized, for their its own accounts account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section of the purchase price for, the Firm Securities and any Optional Securities the Underwriters have agreed to purchase. Each of the RepresentativesJefferies, individually and not as the Representatives Representative of the Underwriters, may (but shall not be obligated to) make payment for any Offered Securities to be purchased by any Underwriter whose funds shall not have been received by the Representatives Representative by the First Closing Date or the applicable Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. (ii) Payment for the Firm Securities shall be made as follows: The net proceeds for the Firm Securities (including the Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the sale of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the IPO Prospectus upon delivery to the Representatives Representative of the Firm Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Firm Securities, in each case for the account of the Underwriters. The Firm Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two business days prior to the First Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Firm Securities for delivery, at least one business day prior to the First Closing Date at a location in New York City as the Representatives Representative may designate. The Company shall not be obligated to sell or deliver the Firm Securities except upon tender of payment by the Representatives Representative for all the Firm Securities. At least one business day prior to the date of the effectiveness of the Registration Statement, the Company shall deposit the net proceeds from the sale of the Private Placement Warrants into the Trust Account as provided by the terms of the Sponsor Warrants Purchase Agreement.1 (iii) Payment for the Optional Securities shall be made as follows: the Purchase Price (including any Deferred Discount attributable to the Optional Securities) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement upon delivery to the Representatives Representative of the Optional Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Optional Securities for the account of the Underwriters. The Optional Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two business days prior to the Option Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Optional Securities for delivery, at least one business day prior to the Option Closing Date. The Company shall not be obligated to sell or deliver the Optional Securities except upon tender of payment by the Representatives Representative for all the Optional Securities. At least one business day prior to the Optional Securities settlement date, the Company shall deposit the proceeds from the sale of the applicable Private Placement Warrants into the Trust Account.

Delivery and Payment for the Offered Securities. (i) In addition to the discount from the public offering price represented by the Purchase Price set forth in the last sentence of Section 2(a) of this Agreement, the Company hereby agrees to pay to each of the Underwriters pro rata in accordance with the number of Units set forth opposite the name of such Underwriter in Schedule A hereto a deferred discount of $0.35 per Unit (including both Firm Securities and Optional Securities) purchased hereunder, other than Units listed in Column A-2 of Schedule A hereto hereunder (the “Deferred Discount”). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Amended and Restated Certificate of Incorporation Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Class A Common Stock included in the Offered Securities sold pursuant to this Agreement (the “Public Stockholders”), (x) the Underwriters will forfeit any rights or claims to the Deferred Discount and (y) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis. (iii) It is understood that the Representatives have Representative has been authorized, for their its own accounts account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section of the purchase price for, the Firm Securities and any Optional Securities the Underwriters have agreed to purchase. Each of the RepresentativesJefferies, individually and not as the Representatives Representative of the Underwriters, may (but shall not be obligated to) make payment for any Offered Securities to be purchased by any Underwriter whose funds shall not have been received by the Representatives Representative by the First Closing Date or the applicable Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. (iiiii) Payment for the Firm Securities shall be made as follows: The net proceeds for the Firm Securities (including the Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the sale of the Private Placement Sponsor Warrants in order for the Trust Account to equal the product of the number of Units units sold and the public offering price per Unit as set forth on the cover of the IPO Prospectus upon delivery to the Representatives Representative of the Firm Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Firm Securities, in each case for the account of the Underwriters. The Firm Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two business days prior to the First Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Firm Securities for delivery, at least one business day prior to the First Closing Date at a location in New York City as the Representatives Representative may designate. The Company shall not be obligated to sell or deliver the Firm Securities except upon tender of payment by the Representatives Representative for all the Firm Securities. At least one business day prior to the date of the effectiveness of the Registration Statement, the Company shall deposit the net proceeds from the sale of the Private Placement Warrants into the Trust Account as provided by the terms of the Sponsor Warrants Purchase Agreement. (iiiiv) Payment for the Optional Securities shall be made as follows: the Purchase Price $9.80 per Optional Security (including any Deferred Discount attributable to the Optional Securities) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement upon delivery to the Representatives Representative of the Optional Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Optional Securities for the account of the Underwriters. The Optional Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two business days prior to the Option Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Optional Securities for delivery, at least one business day prior to the Option Closing Date. The Company shall not be obligated to sell or deliver the Optional Securities except upon tender of payment by the Representatives Representative for all the Optional Securities. At least one business day prior to the Optional Securities settlement date, the Company shall deposit the proceeds from the sale of the applicable Private Placement Sponsor Warrants into the Trust Account.

Delivery and Payment for the Offered Securities. In addition to the discount from the public offering price represented by the Purchase Price set forth in the last sentence of Section 2(a) of this Agreement, the Company hereby agrees to pay to each of the Underwriters Underwriters, pro rata in accordance with the number of Units Shares set forth opposite the name of such Underwriter in Schedule A hereto hereto, a deferred discount of $0.35 per Unit Ordinary Share (including both Firm Securities and Optional Securities) purchased hereunder, other than Units listed in Column A-2 of Schedule A hereto hereunder (the “Deferred Discount”). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Amended and Restated Certificate Memorandum and Articles of Incorporation Association and the funds held under the Trust Agreement are distributed to the holders of the Class A Common Stock Ordinary Shares included in the Offered Securities sold pursuant to this Agreement (the “Public StockholdersShareholders”), (x) the Underwriters will forfeit any rights or claims to the Deferred Discount and (y) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders Shareholders on a pro rata basis. (i) It is understood that the Representatives have been authorized, for their own accounts and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section of the purchase price for, the Firm Securities and any Optional Securities the Underwriters have agreed to purchase. Each of the RepresentativesJefferies and Mxxxxx Sxxxxxx, each individually and not as the Representatives of the Underwriters, may (but shall not be obligated to) make payment for any Offered Securities to be purchased by any Underwriter whose funds shall not have been received by the Representatives by the First Closing Date or the applicable Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. (ii) Payment for the Firm Securities shall be made as follows: The net proceeds for the Firm Securities (including the Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the sale of the Private Placement Warrants Shares in order for the Trust Account to equal the product of the number of Units Ordinary Shares sold and the public offering price per Unit Ordinary Share as set forth on the cover of the IPO Prospectus upon delivery to the Representatives of the Firm Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Firm Securities, in each case for the account of the Underwriters. The Firm Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two business days prior to the First Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Firm Securities for delivery, at least one business day prior to the First Closing Date at a location in New York City as the Representatives may designate. The Company shall not be obligated to sell or deliver the Firm Securities except upon tender of payment by the Representatives for all the Firm Securities. At least one business day prior to the date of the effectiveness of the Registration StatementFirst Closing Date, the Company shall deposit the net proceeds from the sale of the Private Placement Warrants Shares into the Trust Account as provided by the terms of the Sponsor Warrants Private Placement Shares Purchase Agreement. (iii) Payment for the Optional Securities shall be made as follows: the Purchase Price (including any Deferred Discount attributable to the Optional Securities) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement upon delivery to the Representatives of the Optional Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Optional Securities for the account of the Underwriters. The Optional Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two business days prior to the Option Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Optional Securities for delivery, at least one business day prior to the Option Closing Date. The Company shall not be obligated to sell or deliver the Optional Securities except upon tender of payment by the Representatives for all the Optional Securities. At least one business day prior to the Optional Securities settlement dateOption Closing Date, the Company shall deposit the proceeds from the sale of the applicable Private Placement Warrants Shares into the Trust Account.

Delivery and Payment for the Offered Securities. (i) In addition to the discount from the public offering price represented by the Purchase Price set forth in the last sentence of Section 2(a) of this Agreement, the Company hereby agrees to pay to each of the Underwriters pro rata in accordance with the number of Units set forth opposite the name of such Underwriter in Schedule A hereto a deferred discount of $0.35 per Public Unit (including both Firm Securities and Optional Securities) purchased hereunder, other than Units listed in Column A-2 of Schedule A hereto hereunder (the “Deferred Discount”). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Amended and Restated Certificate of Incorporation Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Class A Common Stock included in the Offered Securities sold pursuant to this Agreement (the “Public Stockholders”), (x) the Underwriters will forfeit any rights or claims to the Deferred Discount and (y) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis. (i) It is understood that the Representatives have Representative has been authorized, for their its own accounts account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section of the purchase price for, the Firm Securities and any Optional Securities the Underwriters have agreed to purchase. Each of the RepresentativesJefferies, individually and not as the Representatives Representative of the Underwriters, may (but shall not be obligated to) make payment for any Offered Securities to be purchased by any Underwriter whose funds shall not have been received by the Representatives Representative by the First Closing Date or the applicable Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. (ii) Payment for the Firm Securities shall be made as follows: The net proceeds for the Firm Securities (including the Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the sale of the Private Placement Warrants Units in order for the Trust Account to equal the product of the number of Public Units sold and the public offering price per Public Unit as set forth on the cover of the IPO Prospectus upon delivery to the Representatives Representative of the Firm Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Firm Securities, in each case for the account of the Underwriters. The Firm Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two business days prior to the First Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Firm Securities for delivery, at least one business day prior to the First Closing Date at a location in New York City as the Representatives Representative may designate. The Company shall not be obligated to sell or deliver the Firm Securities except upon tender of payment by the Representatives Representative for all the Firm Securities. At least one business day prior to the date of the effectiveness of the Registration StatementFirm Securities settlement date, the Company shall deposit the net proceeds from the sale of the applicable Private Placement Warrants Units into the Trust Account as provided by the terms of the Sponsor Warrants Purchase AgreementAccount. (iii) Payment for the Optional Securities shall be made as follows: the Purchase Price $9.80 per Optional Security (including any Deferred Discount attributable to the Optional Securities) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Units in order for the Trust Account to equal the product of the number of Public Units sold and the public offering price per Public Unit as set forth on the cover of the Prospectus upon delivery to the Representatives Representative of the Optional Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Optional Securities for the account of the Underwriters. The Optional Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two business days prior to the Option Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Optional Securities for delivery, at least one business day prior to the Option Closing Date. The Company shall not be obligated to sell or deliver the Optional Securities except upon tender of payment by the Representatives Representative for all the Optional Securities. At least one business day prior to the Optional Securities settlement date, the Company shall deposit the proceeds from the sale of the applicable Private Placement Warrants Units into the Trust Account.

Delivery and Payment for the Offered Securities. In addition to the discount from the public offering price represented by the Purchase Price set forth in the last sentence of Section 2(a) of this Agreement, the Company hereby agrees to pay to each of the Underwriters pro rata in accordance with the number of Units set forth opposite the name of such Underwriter in Schedule A hereto a deferred discount of $0.35 per Unit (including both Firm Securities and Optional Securities) purchased hereunder, other than Units listed in Column A-2 of Schedule A hereto hereunder (the “Deferred Discount”). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Amended and Restated Certificate of Incorporation and the funds held under the Trust Agreement are distributed to the holders of the Class A Common Stock included in the Offered Securities sold pursuant to this Agreement (the “Public Stockholders”), (x) the Underwriters will forfeit any rights or claims to the Deferred Discount and (y) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis. (i) It is understood that the Representatives have Representative has been authorized, for their its own accounts account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section of the purchase price for, the Firm Securities and any Optional Securities the Underwriters have agreed to purchase. Each of the RepresentativesJefferies, individually and not as the Representatives Representative of the Underwriters, may (but shall not be obligated to) make payment for any Offered Securities to be purchased by any Underwriter whose funds shall not have been received by the Representatives Representative by the First Closing Date or the applicable Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. (ii) Payment for the Firm Securities shall be made as follows: The net proceeds for the Firm Securities (including the Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the sale of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the IPO Prospectus upon delivery to the Representatives Representative of the Firm Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Firm Securities, in each case for the account of the Underwriters. The Firm Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two business days prior to the First Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Firm Securities for delivery, at least one business day prior to the First Closing Date at a location in New York City as the Representatives Representative may designate. The Company shall not be obligated to sell or deliver the Firm Securities except upon tender of payment by the Representatives Representative for all the Firm Securities. At least one business day prior to the date of the effectiveness of the Registration StatementFirst Closing Date, the Company shall deposit the net proceeds from the sale of the Private Placement Warrants into the Trust Account as provided by the terms of the Sponsor Private Placement Warrants Purchase Agreement. (iii) Payment for the Optional Securities shall be made as follows: the Purchase Price (including any Deferred Discount attributable to the Optional Securities) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement upon delivery to the Representatives Representative of the Optional Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Optional Securities for the account of the Underwriters. The Optional Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two business days prior to the Option Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Optional Securities for delivery, at least one business day prior to the Option Closing Date. The Company shall not be obligated to sell or deliver the Optional Securities except upon tender of payment by the Representatives Representative for all the Optional Securities. At least one business day prior to the Optional Securities settlement date, the Company shall deposit the proceeds from the sale of the applicable Private Placement Warrants into the Trust Account.

Delivery and Payment for the Offered Securities. In addition to the discount from the public offering price represented by the Purchase Price set forth in the last sentence of Section 2(a) of this Agreement, the Company hereby agrees to pay to each of the Underwriters pro rata in accordance with the number of Units set forth opposite the name of such Underwriter in Schedule A hereto a deferred discount of $0.35 per Unit (including both Firm Securities and Optional Securities) purchased hereunder, other than Units listed in Column A-2 of Schedule A hereto hereunder (the “Deferred Discount”). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Amended and Restated Certificate Memorandum and Articles of Incorporation Association and the funds held under the Trust Agreement are distributed to the holders of the Class A Common Stock Ordinary Shares included in the Offered Securities sold pursuant to this Agreement (the “Public StockholdersShareholders”), (x) the Underwriters will forfeit any rights or claims to the Deferred Discount and (y) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders Shareholders on a pro rata basis. (i) It is understood that the Representatives have been authorized, for their own accounts account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section of the purchase price for, the Firm Securities and any Optional Securities the Underwriters have agreed to purchase. Each of the RepresentativesCitigroup and Jefferies, individually and not as the Representatives of the Underwriters, may (but shall not be obligated to) make payment for any Offered Securities to be purchased by any Underwriter whose funds shall not have been received by the Representatives by the First Closing Date or the applicable Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. (ii) Payment for the Firm Securities shall be made as follows: The net proceeds for the Firm Securities (including the Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the sale of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the IPO Prospectus upon delivery to the Representatives of the Firm Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Firm Securities, in each case for the account of the Underwriters. The Firm Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two business days prior to the First Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Firm Securities for delivery, at least one business day prior to the First Closing Date at a location in New York City as the Representatives may designate. The Company shall not be obligated to sell or deliver the Firm Securities except upon tender of payment by the Representatives for all the Firm Securities. At least one business day prior to the date of the effectiveness of the Registration Statement, the Company shall deposit the net proceeds from the sale of the Private Placement Warrants into the Trust Account as provided by the terms of the Sponsor Warrants Purchase Agreement. (iii) Payment for the Optional Securities shall be made as follows: the Purchase Price (including any Deferred Discount attributable to the Optional Securities) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement upon delivery to the Representatives of the Optional Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Optional Securities for the account of the Underwriters. The Optional Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two business days prior to the Option Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Optional Securities for delivery, at least one business day prior to the Option Closing Date. The Company shall not be obligated to sell or deliver the Optional Securities except upon tender of payment by the Representatives for all the Optional Securities. At least one business day prior to the Optional Securities settlement date, the Company shall deposit the proceeds from the sale of the applicable Private Placement Warrants into the Trust Account.

Delivery and Payment for the Offered Securities. In addition to the discount from the public offering price represented by the Purchase Price set forth in the last sentence of Section 2(a) of this Agreement, the Company hereby agrees to pay to each of the Underwriters pro rata in accordance with the number of Units set forth opposite the name of such Underwriter in Schedule A hereto a deferred discount of $0.35 per Unit (including both Firm Securities and Optional Securities) purchased hereunder, other than Units listed in Column A-2 of Schedule A hereto hereunder (the “Deferred Discount”). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Amended and Restated Certificate of Incorporation and the funds held under the Trust Agreement are distributed to the holders of the Class A Common Stock included in the Offered Securities sold pursuant to this Agreement (the “Public StockholdersShareholders”), (x) the Underwriters will forfeit any rights or claims to the Deferred Discount and (y) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis. (i) It is understood that the Representatives have Representative has been authorized, for their its own accounts and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section of the purchase price for, the Firm Securities and any Optional Securities the Underwriters have agreed to purchase. Each of the RepresentativesJefferies, individually and not as the Representatives Representative of the Underwriters, may (but shall not be obligated to) make payment for any Offered Securities to be purchased by any Underwriter whose funds shall not have been received by the Representatives Representative by the First Closing Date or the applicable Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. (ii) Payment for the Firm Securities shall be made as follows: The net proceeds for the Firm Securities (including the Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the sale of the Private Placement Warrants in order for the Trust Account to equal 101.5% of the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the IPO Prospectus upon delivery to the Representatives Representative of the Firm Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Firm Securities, in each case for the account of the Underwriters. The Firm Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two business days prior to the First Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Firm Securities for delivery, at least one business day prior to the First Closing Date at a location in New York City as the Representatives Representative may designate. The Company shall not be obligated to sell or deliver the Firm Securities except upon tender of payment by the Representatives Representative for all the Firm Securities. At least one business day prior to the date of the effectiveness of the Registration StatementFirst Closing Date, the Company shall deposit the net proceeds from the sale of the Private Placement Warrants into the Trust Account as provided by the terms of the Sponsor Private Placement Warrants Purchase AgreementAgreements. (iii) Payment for the Optional Securities shall be made as follows: the Purchase Price (including any Deferred Discount attributable to the Optional Securities) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement upon delivery to the Representatives Representative of the Optional Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Optional Securities for the account of the Underwriters. The Optional Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two business days prior to the Option Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Optional Securities for delivery, at least one business day prior to the Option Closing Date. The Company shall not be obligated to sell or deliver the Optional Securities except upon tender of payment by the Representatives Representative for all the Optional Securities. At least one business day prior to the Optional Securities settlement dateOption Closing Date, the Company shall deposit the proceeds from the sale of the applicable Private Placement Warrants into the Trust Account.

Delivery and Payment for the Offered Securities. (i) In addition to the discount from the public offering price represented by the Purchase Price set forth in the last sentence of Section 2(a) of this Agreement, the Company hereby agrees to pay to each of the Underwriters pro rata in accordance with the number of Units set forth opposite the name of such Underwriter in Schedule A hereto a deferred discount of $0.35 per Unit (including both Firm Securities and Optional Securities) purchased hereunder, other than Units listed in Column A-2 of Schedule A hereto hereunder (the “Deferred Discount”). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Amended and Restated Certificate of Incorporation Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Class A Common Stock included in the Offered Securities sold pursuant to this Agreement (the “Public Stockholders”), (x) the Underwriters will forfeit any rights or claims to the Deferred Discount and (y) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis. (i) It is understood that the Representatives have been authorized, for their own accounts account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section of the purchase price for, the Firm Securities and any Optional Securities the Underwriters have agreed to purchase. Each of the RepresentativesJefferies and Deutsche Bank, individually and not as the Representatives of the Underwriters, may (but shall not be obligated to) make payment for any Offered Securities to be purchased by any Underwriter whose funds shall not have been received by the Representatives by the First Closing Date or the applicable Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. (ii) Payment for the Firm Securities shall be made as follows: The net proceeds for the Firm Securities (including the Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the sale of the Private Placement Sponsor Warrants in order for the Trust Account to equal the product of the number of Units units sold and the public offering price per Unit as set forth on the cover of the IPO Prospectus upon delivery to the Representatives of the Firm Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Firm Securities, in each case for the account of the Underwriters. The Firm Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two business days prior to the First Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Firm Securities for delivery, at least one business day prior to the First Closing Date at a location in New York City as the Representatives may designate. The Company shall not be obligated to sell or deliver the Firm Securities except upon tender of payment by the Representatives for all the Firm Securities. At least one business day prior to the date of the effectiveness of the Registration Statement, the Company shall deposit the net proceeds from the sale of the Private Placement Warrants into the Trust Account as provided by the terms of the Sponsor Warrants Purchase Agreement. (iii) Payment for the Optional Securities shall be made as follows: the Purchase Price $9.80 per Optional Security (including any Deferred Discount attributable to the Optional Securities) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement upon delivery to the Representatives of the Optional Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Optional Securities for the account of the Underwriters. The Optional Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two business days prior to the Option Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Optional Securities for delivery, at least one business day prior to the Option Closing Date. The Company shall not be obligated to sell or deliver the Optional Securities except upon tender of payment by the Representatives for all the Optional Securities. At least one business day prior to the Optional Securities settlement date, the Company shall deposit the proceeds from the sale of the applicable Private Placement Sponsor Warrants into the Trust Account.

Delivery and Payment for the Offered Securities. (i) In addition to the discount from the public offering price represented by the Purchase Price set forth in the last sentence of Section 2(a) of this Agreement, the Company hereby agrees to pay to each of the Underwriters pro rata in accordance with the number of Units set forth opposite the name of such Underwriter in Schedule A hereto a deferred discount of $0.35 per Unit Class A Ordinary Share (including both Firm Securities and Optional Securities) purchased hereunder, other than Units listed in Column A-2 of Schedule A hereto hereunder (the “Deferred Discount”). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Amended and Restated Certificate of Incorporation Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Class A Common Stock included in the Offered Securities sold pursuant to this Agreement (the “Public StockholdersShareholders”), (x) the Underwriters will forfeit any rights or claims to the Deferred Discount and (y) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders Shareholders on a pro rata basis. (i) It is understood that the Representatives have been authorized, for their its own accounts account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section of the purchase price for, the Firm Securities and any Optional Securities the Underwriters have agreed to purchase. Each of the Representatives, individually and not as the Representatives of the Underwriters, may (but shall not be obligated to) make payment for any Offered Securities to be purchased by any Underwriter whose funds shall not have been received by the Representatives by the First Closing Date or the applicable Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. (ii) Payment for the Firm Securities shall be made as follows: The net proceeds for the Firm Securities (including the Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the sale of the Private Placement Warrants Sponsor Shares in order for the Trust Account to equal the product of the number of Units Class A Ordinary Shares sold and the public offering price per Unit Class A Ordinary Share as set forth on the cover of the IPO Prospectus upon delivery to the Representatives of the Firm Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Firm Securities, in each case for the account of the Underwriters. The Firm Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two one business days day prior to the First Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Firm Securities for delivery, at least one business day prior to the First Closing Date at a location in New York City as the Representatives may designate. The Company shall not be obligated to sell or deliver the Firm Securities except upon tender of payment by the Representatives for all the Firm Securities. At least one business day prior to the date of the effectiveness of the Registration Statement, the Company shall deposit the net proceeds from the sale of the Private Placement Warrants into the Trust Account as provided by the terms of the Sponsor Warrants Purchase Agreement. (iii) Payment for the Optional Securities shall be made as follows: the Purchase Price $9.80 per Optional Security (including any Deferred Discount attributable to the Optional Securities) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement upon delivery to the Representatives of the Optional Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Optional Securities for the account of the Underwriters. The Optional Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two business days prior to the Option Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Optional Securities for delivery, at least one business day prior to the Option Closing Date. The Company shall not be obligated to sell or deliver the Optional Securities except upon tender of payment by the Representatives for all the Optional Securities. At least one business day prior to the Optional Securities settlement date, the Company shall deposit the proceeds from the sale of the applicable Private Placement Warrants Sponsor Shares into the Trust Account.

Delivery and Payment for the Offered Securities. In addition to the discount from the public offering price represented by the Purchase Price set forth in the last sentence of Section 2(a) of this Agreement, the Company hereby agrees to pay to each of the Underwriters pro rata in accordance with the number of Units set forth opposite the name of such Underwriter in Schedule A hereto a deferred discount of $0.35 per Unit (including both Firm Securities and Optional Securities) purchased hereunder, other than Units listed in Column A-2 of Schedule A hereto (the “Deferred Discount”). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Amended and Restated Certificate of Incorporation and the funds held under the Trust Agreement are distributed to the holders of the Class A Common Stock included in the Offered Securities sold pursuant to this Agreement (the “Public Stockholders”), (x) the Underwriters will forfeit any rights or claims to the Deferred Discount and (y) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis. (i) It is understood that the Representatives have Representative has been authorized, for their its own accounts account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section of the purchase price for, the Firm Securities and any Optional Securities the Underwriters have agreed to purchase. Each of the RepresentativesJefferies, individually and not as the Representatives Representative of the Underwriters, may (but shall not be obligated to) make payment for any Offered Securities to be purchased by any Underwriter whose funds shall not have been received by the Representatives Representative by the First Closing Date or the applicable Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. (ii) Payment for the Firm Securities (except as described in Section (e)(iv)) shall be made as follows: The net proceeds for the Firm Securities (including the Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the sale of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the IPO Prospectus upon delivery to the Representatives Representative of the Firm Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Firm Securities, in each case for the account of the Underwriters. The Firm Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two business days prior to the First Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Firm Securities for delivery, at least one business day prior to the First Closing Date at a location in New York City as the Representatives Representative may designate. The Company shall not be obligated to sell or deliver the Firm Securities except upon tender of payment by the Representatives Representative for all the Firm Securities. At least one business day prior to the date of the effectiveness of the Registration Statement, the Company shall deposit the net proceeds from the sale of the Private Placement Warrants (not including the Private Placement Warrants to be transferred to the Transferee) into an escrow set up by Xxxxxxxx Xxxxxx, counsel for the Trust Account Company, on behalf of the Company (the “Escrow”), as provided by the terms of the Sponsor Warrants Purchase Private Warrant Subscription Agreement. (iii) Payment for the Optional Securities shall be made as follows: the Purchase Price (including any Deferred Discount attributable to the Optional Securities) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement upon delivery to the Representatives Representative of the Optional Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Optional Securities for the account of the Underwriters. The Optional Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two business days prior to the Option Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Optional Securities for delivery, at least one business day prior to the Option Closing Date. The Company shall not be obligated to sell or deliver the Optional Securities except upon tender of payment by the Representatives Representative for all the Optional Securities. At least one business day prior to the Optional Securities settlement date, the Company shall deposit the proceeds from the sale of the applicable Private Placement Warrants (not including the Private Placement Warrants to be transferred by the Transferee) into the Trust AccountEscrow. (iv) Concurrent with the closing of the IPO, pursuant to the Letter Agreement, Macquarie agrees to receive, in lieu of the $300,000 of the underwriting compensation payable to Macquarie upon the closing of the IPO, (a) 30,000 Private Placement Warrants (or 34,500 Private Placement Warrants if the option to purchase additional Units as provided in Section 2 herein is exercised in full) from the Company and (b) 60,000 Founder Shares (or 69,000 Founder Shares if the option to purchase additional Units as provided in Section 2 herein is exercised in full) from IBIS Sponsor II EdtechX LLC. Immediately upon receipt of thereof, Macquarie will transfer the Private Placement Warrants and the Founder Shares to one of its affiliates.

Delivery and Payment for the Offered Securities. In addition to the discount from the public offering price represented by the Purchase Price set forth in the last sentence of Section ‎Section 2(a) of this Agreement, the Company hereby agrees to pay to each of the Underwriters pro rata in accordance with the number of Units set forth opposite the name of such Underwriter in Schedule A hereto a deferred discount of $0.35 per Unit (including both Firm Securities and Optional Securities) purchased hereunder, other than Units listed in Column A-2 of Schedule A hereto hereunder (the “Deferred Discount”). The Deferred Discount will be paid directly to the Representative, on behalf of the Underwriters, by the trustee from amounts on deposit in the Trust Account by wire transfer if and when the Company consummates a Business Combination, which shall be allocated ratably among the Underwriters in the same proportion that the number of Firm Securities set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Securities. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Amended and Restated Certificate Memorandum and Articles of Incorporation Association and the funds held under the Trust Agreement are distributed to the holders of the Class A Common Stock Ordinary Shares included in the Offered Securities sold pursuant to this Agreement (the “Public StockholdersShareholders”), (x) the Underwriters will forfeit any rights or claims to the Deferred Discount and (y) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders Shareholders on a pro rata basis. (i) It is understood that the Representatives have Representative has been authorized, for their its own accounts account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section of the purchase price for, the Firm Securities and any Optional Securities the Underwriters have agreed to purchase. Each of the RepresentativesCitigroup, individually and not as the Representatives Representative of the Underwriters, may (but shall not be obligated to) make payment for any Offered Securities to be purchased by any Underwriter whose funds shall not have been received by the Representatives Representative by the First Closing Date or the applicable Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. (ii) Payment for the Firm Securities shall be made as follows: The net proceeds for the Firm Securities (including the Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the sale of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the IPO Prospectus upon delivery to the Representatives Representative of the Firm Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Firm Securities, in each case for the account of the Underwriters. The Firm Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two business days prior to the First Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Firm Securities for delivery, at least one business day prior to the First Closing Date at a location in New York City as the Representatives Representative may designate. The Company shall not be obligated to sell or deliver the Firm Securities except upon tender of payment by the Representatives Representative for all the Firm Securities. At least one business day prior to the date of the effectiveness of the Registration Statement, the Company shall deposit the net proceeds from the sale of the Private Placement Warrants into the Trust Account as provided by the terms of the Sponsor Private Placement Warrants Purchase Agreement. (iii) Payment for the Optional Securities shall be made as follows: the Purchase Price (including any Deferred Discount attributable to the Optional Securities) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement upon delivery to the Representatives Representative of the Optional Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Optional Securities for the account of the Underwriters. The Optional Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two business days prior to the Option Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Optional Securities for delivery, at least one business day prior to the Option Closing Date. The Company shall not be obligated to sell or deliver the Optional Securities except upon tender of payment by the Representatives Representative for all the Optional Securities. At least one business day prior to the Optional Securities settlement date, the Company shall deposit the proceeds from the sale of the applicable Private Placement Warrants into the Trust Account.

Delivery and Payment for the Offered Securities. (i) In addition to the discount from the public offering price represented by the Purchase Price set forth in the last sentence of Section 2(a) of this Agreement, the Company hereby agrees to pay to each of the Underwriters pro rata in accordance with the number of Units set forth opposite the name of such Underwriter in Schedule A hereto a deferred discount of $0.35 per Unit (including both Firm Securities and Optional Securities) purchased hereunder, other than Units listed in Column A-2 of Schedule A hereto hereunder (the “Deferred Discount”). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Amended and Restated Certificate of Incorporation Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Class A Common Stock included in the Offered Securities sold pursuant to this Agreement (the “Public Stockholders”), (x) the Underwriters will forfeit any rights or claims to the Deferred Discount and (y) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis. (i) It is understood that the Representatives have been authorized, for their own accounts account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section of the purchase price for, the Firm Securities and any Optional Securities the Underwriters have agreed to purchase. Each of the RepresentativesJefferies and Deutsche Bank, individually and not as the Representatives of the Underwriters, may (but shall not be obligated to) make payment for any Offered Securities to be purchased by any Underwriter whose funds shall not have been received by the Representatives by the First Closing Date or the applicable Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. (ii) Payment for the Firm Securities shall be made as follows: The net proceeds for the Firm Securities (including the Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the sale of the Private Placement Sponsor Warrants in order for the Trust Account to equal the product of the number of Units units sold and the public offering price per Unit as set forth on the cover of the IPO Prospectus upon delivery to the Representatives of the Firm Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Firm Securities, in each case for the account of the Underwriters. The Firm Securities shall be registered in such name or names ornames and in such authorized denominations as the Representatives may request in writing at least two business days prior to the First Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Firm Securities for delivery, at least one business day prior to the First Closing Date at a location in New York City as the Representatives may designate. The Company shall not be obligated to sell or deliver the Firm Securities except upon tender of payment by the Representatives for all the Firm Securities. At least one business day prior to the date of the effectiveness of the Registration Statement, the Company shall deposit the net proceeds from the sale of the Private Placement Warrants into the Trust Account as provided by the terms of the Sponsor Warrants Purchase Agreement. (iii) Payment for the Optional Securities shall be made as follows: the Purchase Price $9.80 per Optional Security (including any Deferred Discount attributable to the Optional Securities) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement upon delivery to the Representatives of the Optional Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Optional Securities for the account of the Underwriters. The Optional Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two business days prior to the Option Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Optional Securities for delivery, at least one business day prior to the Option Closing Date. The Company shall not be obligated to sell or deliver the Optional Securities except upon tender of payment by the Representatives for all the Optional Securities. At least one business day prior to the Optional Securities settlement date, the Company shall deposit the proceeds from the sale of the applicable Private Placement Sponsor Warrants into the Trust Account.

Delivery and Payment for the Offered Securities. In addition to the discount from the public offering price represented by the Purchase Price set forth in the last sentence of Section 2(a) of this Agreement, the Company hereby agrees to pay to each of the Underwriters pro rata in accordance with the number of Units set forth opposite the name of such Underwriter in Schedule A hereto a deferred discount of $0.35 per Public Unit (including both Firm Securities and Optional Securities) purchased hereunder, other than Units listed in Column A-2 of Schedule A hereto hereunder (the “Deferred Discount”). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Amended and Restated Certificate of Incorporation (as hereinafter defined) and the funds held under the Trust Agreement are distributed to the holders of the Class A Common Stock included in the Offered Securities sold pursuant to this Agreement (the “Public Stockholders”), (x) the Underwriters will forfeit any rights or claims to the Deferred Discount and (y) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis. (i) It is understood that the Representatives have Representative has been authorized, for their its own accounts account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section of the purchase price for, the Firm Securities and any Optional Securities the Underwriters have agreed to purchase. Each of the RepresentativesJefferies, individually and not as the Representatives Representative of the Underwriters, may (but shall not be obligated to) make payment for any Offered Securities to be purchased by any Underwriter whose funds shall not have been received by the Representatives Representative by the First Closing Date or the applicable Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. (ii) Payment for the Firm Securities shall be made as follows: The net proceeds for the Firm Securities (including the Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the sale of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Public Units sold and the public offering price per Public Unit as set forth on the cover of the IPO Prospectus upon delivery to the Representatives Representative of the Firm Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Firm Securities, in each case for the account of the Underwriters. The Firm Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two business days prior to the First Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Firm Securities for delivery, at least one business day prior to the First Closing Date at a location in New York City as the Representatives Representative may designate. The Company shall not be obligated to sell or deliver the Firm Securities except upon tender of payment by the Representatives Representative for all the Firm Securities. At least one business day prior to the date of the effectiveness of the Registration Statement, the Company shall deposit the net proceeds from the sale of the Private Placement Warrants into the Trust Account as provided by the terms of the Sponsor Warrants Purchase Agreement. (iii) Payment for the Optional Securities shall be made as follows: the Purchase Price $9.80 per Optional Security (including any Deferred Discount attributable to the Optional Securities) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement upon delivery to the Representatives Representative of the Optional Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Optional Securities for the account of the Underwriters. The Optional Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two business days prior to the Option Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Optional Securities for delivery, at least one business day prior to the Option Closing Date. The Company shall not be obligated to sell or deliver the Optional Securities except upon tender of payment by the Representatives Representative for all the Optional Securities. At least one business day prior to the Optional Securities settlement date, the Company shall deposit the proceeds from the sale of the applicable Private Placement Warrants into the Trust Account.

Delivery and Payment for the Offered Securities. In addition to the discount from the public offering price represented by the Purchase Price set forth in the last sentence of Section 2(a) of this Agreement, the Company hereby agrees to pay to each of the Underwriters pro rata in accordance with the number of Units set forth opposite the name of such Underwriter in Schedule A hereto a deferred discount of $0.35 per Unit (including both Firm Securities and Optional Securities) purchased hereunder, other than Units listed in Column A-2 of Schedule A hereto hereunder (the “Deferred Discount”). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Amended and Restated Certificate of Incorporation and the funds held under the Trust Agreement are distributed to the holders of the Class A Common Stock included in the Offered Securities sold pursuant to this Agreement (the “Public Stockholders”), (x) the Underwriters will forfeit any rights or claims to the Deferred Discount and (y) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis. (i) It is understood that the Representatives have Representative has been authorized, for their its own accounts account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section of the purchase price for, the Firm Securities and any Optional Securities the Underwriters have agreed to purchase. Each of the RepresentativesJefferies, individually and not as the Representatives Representative of the Underwriters, may (but shall not be obligated to) make payment for any Offered Securities to be purchased by any Underwriter whose funds shall not have been received by the Representatives Representative by the First Closing Date or the applicable Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. (ii) Payment for the Firm Securities shall be made as follows: The net proceeds for the Firm Securities (including the Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the sale of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the IPO Prospectus upon delivery to the Representatives Representative of the Firm Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Firm Securities, in each case for the account of the Underwriters. The Firm Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two business days prior to the First Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Firm Securities for delivery, at least one business day prior to the First Closing Date at a location in New York City as the Representatives Representative may designate. The Company shall not be obligated to sell or deliver the Firm Securities except upon tender of payment by the Representatives Representative for all the Firm Securities. At least one business day prior to the date of the effectiveness of the Registration Statement, the Company shall deposit the net proceeds from the sale of the Private Placement Warrants into the Trust Account as provided by the terms of the Sponsor Warrants Purchase Agreement. (iii) Payment for the Optional Securities shall be made as follows: the Purchase Price (including any Deferred Discount attributable to the Optional Securities) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement upon delivery to the Representatives Representative of the Optional Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Optional Securities for the account of the Underwriters. The Optional Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two business days prior to the Option Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Optional Securities for delivery, at least one business day prior to the Option Closing Date. The Company shall not be obligated to sell or deliver the Optional Securities except upon tender of payment by the Representatives Representative for all the Optional Securities. At least one business day prior to the Optional Securities settlement date, the Company shall deposit the proceeds from the sale of the applicable Private Placement Warrants into the Trust Account.

Delivery and Payment for the Offered Securities. (i) In addition to the discount from the public offering price represented by the Purchase Price set forth in the last sentence of Section 2(a) of this Agreement, the Company hereby agrees to pay to each of the Underwriters pro rata in accordance with the number of Units set forth opposite the name of such Underwriter in Schedule A hereto a deferred discount of $0.35 per Unit (including both Firm Securities and Optional Securities) purchased hereunder, other than Units listed in Column A-2 of Schedule A hereto hereunder (the “Deferred Discount”). Upon consummation of the Business Combination, the Deferred Discount will be paid directly from amounts on deposit in the Trust Account, and the Company shall cause CST to pay the Deferred Discount by wire transfer of immediately available funds to the Representative, on behalf of the Underwriters. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Amended and Restated Certificate of Incorporation Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Class A Common Stock Ordinary Shares included in the Offered Securities sold pursuant to this Agreement (the “Public StockholdersShareholders”), (x) the Underwriters will forfeit any rights or claims to the Deferred Discount and (y) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders Shareholders on a pro rata basis. (i) It is understood that the Representatives have Representative has been authorized, for their its own accounts account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section of the purchase price for, the Firm Securities and any Optional Securities the Underwriters have agreed to purchase. Each of the RepresentativesXxxxxxxxx LLC, individually and not as the Representatives Representative of the Underwriters, may (but shall not be obligated to) make payment for any Offered Securities to be purchased by any Underwriter whose funds shall not have been received by the Representatives Representative by the First Closing Date or the applicable Option Closing Date, as the 13 case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. (ii) Payment for the Firm Securities shall be made as follows: The net proceeds for the Firm Securities (including the Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the sale of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the IPO Prospectus upon delivery to the Representatives Representative of the Firm Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Firm Securities, in each case for the account of the Underwriters. The Firm Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two one business days day prior to the First Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Firm Securities for delivery, at least one business day prior to the First Closing Date at a location in New York City as the Representatives Representative may designate. The Company shall not be obligated to sell or deliver the Firm Securities except upon tender of payment by the Representatives Representative for all the Firm Securities. At least one business day prior to the date of the effectiveness of the Registration StatementFirst Closing Date, the Company shall deposit the net proceeds from the sale of the Private Placement Warrants into the Trust Account as provided by the terms of the Sponsor Warrants Warrant Purchase Agreement. (iii) Payment for the Optional Securities shall be made as follows: the Purchase Price $9.80 per Optional Security (including any Deferred Discount attributable to the Optional Securities) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement upon delivery to the Representatives Representative of the Optional Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Optional Securities for the account of the Underwriters. The Optional Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two business days prior to the Option Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Optional Securities for delivery, at least one business day prior to the Option Closing Date. The Company shall not be obligated to sell or deliver the Optional Securities except upon tender of payment by the Representatives Representative for all the Optional Securities. At least one business day prior to the Optional Securities settlement dateOption Closing Date, the Company shall deposit deposit, or cease to be deposited on its behalf, the proceeds from the sale of the applicable Private Placement Warrants into the Trust Account.

Delivery and Payment for the Offered Securities. In addition to the discount from the public offering price represented by the Purchase Price set forth in the last sentence of Section 2(a) of this Agreement, the Company hereby agrees to pay to each of the Underwriters pro rata in accordance with the number of Units set forth opposite the name of such Underwriter in Schedule A hereto a deferred discount of $0.35 per Unit (including both Firm Securities and Optional Securities) purchased hereunder, other than Units listed in Column A-2 of Schedule A hereto (the “Deferred Discount”). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Amended and Restated Certificate of Incorporation and the funds held under the Trust Agreement are distributed to the holders of the Class A Common Stock included in the Offered Securities sold pursuant to this Agreement (the “Public Stockholders”), (x) the Underwriters will forfeit any rights or claims to the Deferred Discount and (y) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis. (i) It is understood that the Representatives have Representative has been authorized, for their its own accounts account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section of the purchase price for, the Firm Securities and any Optional Securities the Underwriters have agreed to purchase. Each of the RepresentativesJefferies, individually and not as the Representatives Representative of the Underwriters, may (but shall not be obligated to) make payment for any Offered Securities to be purchased by any Underwriter whose funds shall not have been received by the Representatives Representative by the First Closing Date or the applicable Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. (ii) Payment for the Firm Securities shall be made as follows: The net proceeds for the Firm Securities (including the Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the sale of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the IPO Prospectus upon delivery to the Representatives Representative of the Firm Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Firm Securities, in each case for the account of the Underwriters. The Firm Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two business days prior to the First Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Firm Securities for delivery, at least one business day prior to the First Closing Date at a location in New York City as the Representatives Representative may designate. The Company shall not be obligated to sell or deliver the Firm Securities except upon tender of payment by the Representatives Representative for all the Firm Securities. At least one business day prior to the date of the effectiveness of the Registration Statement, the Company shall deposit the net proceeds from the sale of the Private Placement Warrants into the Trust Account as provided by the terms of the Sponsor Warrants Purchase Agreement. (iii) Payment for the Optional Securities shall be made as follows: the Purchase Price (including any Deferred Discount attributable to the Optional Securities) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement upon delivery to the Representatives Representative of the Optional Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Optional Securities for the account of the Underwriters. The Optional Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two business days prior to the Option Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Optional Securities for delivery, at least one business day prior to the Option Closing Date. The Company shall not be obligated to sell or deliver the Optional Securities except upon tender of payment by the Representatives Representative for all the Optional Securities. At least one business day prior to the Optional Securities settlement date, the Company shall deposit the proceeds from the sale of the applicable Private Placement Warrants into the Trust Account.

Delivery and Payment for the Offered Securities. In addition to the discount from the public offering price represented by the Purchase Price set forth in the last sentence of Section 2(a) of this Agreement, the Company hereby agrees to pay to each of the Underwriters pro rata in accordance with the number of Units set forth opposite the name of such Underwriter in Schedule A hereto a deferred discount of $0.35 per Unit (including both Firm Securities and Optional Securities) purchased hereunder, other than Units listed in Column A-2 of Schedule A hereto hereunder (the “Deferred Discount”). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Amended and Restated Certificate of Incorporation and the funds held under the Trust Agreement are distributed to the holders of the Class A Common Stock included in the Offered Securities sold pursuant to this Agreement (the “Public Stockholders”), (x) the Underwriters will forfeit any rights or claims to the Deferred Discount and (y) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis. (i) It is understood that the Representatives have Representative has been authorized, for their its own accounts account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section of the purchase price for, the Firm Securities and any Optional Securities the Underwriters have agreed to purchase. Each of the RepresentativesJefferies, individually and not as the Representatives Representative of the Underwriters, may (but shall not be obligated to) make payment for any Offered Securities to be purchased by any Underwriter whose funds shall not have been received by the Representatives Representative by the First Closing Date or the applicable Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. (ii) Payment for the Firm Securities shall be made as follows: The net proceeds for the Firm Securities (including the Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the sale of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the IPO Prospectus upon delivery to the Representatives Representative of the Firm Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Firm Securities, in each case for the account of the Underwriters. The Firm Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two business days prior to the First Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Firm Securities for delivery, at least one business day prior to the First Closing Date at a location in New York City as the Representatives Representative may designate. The Company shall not be obligated to sell or deliver the Firm Securities except upon tender of payment by the Representatives Representative for all the Firm Securities. At least one business day prior to the date of the effectiveness of the Registration Statement, the Company shall deposit the net proceeds from the sale of the Private Placement Warrants into the Trust Account as provided by the terms of the Sponsor Private Placement Warrants Purchase Agreement. (iii) Payment for the Optional Securities shall be made as follows: the Purchase Price (including any Deferred Discount attributable to the Optional Securities) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement upon delivery to the Representatives Representative of the Optional Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Optional Securities for the account of the Underwriters. The Optional Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two business days prior to the Option Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Optional Securities for delivery, at least one business day prior to the Option Closing Date. The Company shall not be obligated to sell or deliver the Optional Securities except upon tender of payment by the Representatives Representative for all the Optional Securities. At least one business day prior to the Optional Securities settlement date, the Company shall deposit the proceeds from the sale of the applicable Private Placement Warrants into the Trust Account.

Delivery and Payment for the Offered Securities. (i) In addition to the discount from the public offering price represented by the Purchase Price set forth in the last sentence of Section 2(a) of this Agreement, the Company hereby agrees to pay to each of the Underwriters pro rata in accordance with the number of Units set forth opposite the name of such Underwriter in Schedule A hereto a deferred discount of $0.35 per Unit (including both Firm Securities and Optional Securities) purchased hereunder, other than Units listed in Column A-2 of Schedule A hereto hereunder (the “Deferred Discount”). Upon consummation of the Business Combination, the Deferred Discount will be paid directly from amounts on deposit in the Trust Account, and the Company shall cause CST to pay the Deferred Discount by wire transfer of immediately available funds to the Representative, on behalf of the Underwriters. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Amended and Restated Certificate of Incorporation Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Class A Common Stock Ordinary Shares included in the Offered Securities sold pursuant to this Agreement (the “Public StockholdersShareholders”), (x) the Underwriters will forfeit any rights or claims to the Deferred Discount and (y) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders Shareholders on a pro rata basis. (iii) It is understood that the Representatives have Representative has been authorized, for their its own accounts account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section of the purchase price for, the Firm Securities and any Optional Securities the Underwriters have agreed to purchase. Each of the RepresentativesThe Representative, individually and not as the Representatives Representative of the Underwriters, may (but shall not be obligated to) make payment for any Offered Securities to be purchased by any Underwriter whose funds shall not have been received by the Representatives Representative by the First Closing Date or the applicable Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. (iiiii) Payment for the Firm Securities shall be made as follows: The net proceeds for the Firm Securities (including the Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the sale of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the IPO Prospectus upon delivery to the Representatives Representative of the Firm Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Firm Securities, in each case for the account of the Underwriters. The Firm Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two one business days day prior to the First Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Firm Securities for delivery, at least one business day prior to the First Closing Date at a location in New York City as the Representatives Representative may designate. The Company shall not be obligated to sell or deliver the Firm Securities except upon tender of payment by the Representatives Representative for all the Firm Securities. At least one business day prior to the date of the effectiveness of the Registration StatementFirst Closing Date, the Company shall deposit the net proceeds from the sale of the Private Placement Warrants into the Trust Account as provided by the terms of the Sponsor Warrants Warrant Purchase Agreement. (iiiiv) Payment for the Optional Securities shall be made as follows: the Purchase Price $9.80 per Optional Security (including any Deferred Discount attributable to the Optional Securities) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement upon delivery to the Representatives Representative of the Optional Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Optional Securities for the account of the Underwriters. The Optional Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two business days prior to the Option Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Optional Securities for delivery, at least one business day prior to the Option Closing Date. The Company shall not be obligated to sell or deliver the Optional Securities except upon tender of payment by the Representatives Representative for all the Optional Securities. At least one business day prior to the Optional Securities settlement dateOption Closing Date, the Company shall deposit deposit, or cease to be deposited on its behalf, the proceeds from the sale of the applicable Private Placement Warrants into the Trust Account.

Delivery and Payment for the Offered Securities. (i) In addition to the discount from the public offering price represented by the Purchase Price set forth in the last sentence of Section 2(a) of this Agreement, the Company hereby agrees to pay to each of the Underwriters pro rata in accordance with the number of Units set forth opposite the name of such Underwriter in Schedule A hereto a deferred discount of $0.35 per Unit (including both Firm Securities and Optional Securities) purchased hereunder, other than Units listed in Column A-2 of Schedule A hereto hereunder (the “Deferred Discount”). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Amended and Restated Certificate Memorandum and Articles of Incorporation Association and the funds held under the Trust Agreement are distributed to the holders of the Class A Common Stock Ordinary Shares included in the Offered Securities sold pursuant to this Agreement (the “Public StockholdersShareholders”), (x) the Underwriters will forfeit any rights or claims to the Deferred Discount and (y) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders Shareholders on a pro rata basis. (iii) It is understood that the Representatives have Representative has been authorized, for their its own accounts account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section of the purchase price for, the Firm Securities and any Optional Securities the Underwriters have agreed to purchase. Each of the RepresentativesThe Representative, individually and not as the Representatives Representative of the Underwriters, may (but shall not be obligated to) make payment for any Offered Securities to be purchased by any Underwriter whose funds shall not have been received by the Representatives Representative by the First Closing Date or the applicable Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. (iiiii) Payment for the Firm Securities shall be made as follows: The net proceeds for the Firm Securities (including the Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the sale of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the IPO Prospectus upon delivery to the Representatives Representative of the Firm Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Firm Securities, in each case for the account of the Underwriters. The Firm Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two one business days day prior to the First Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Firm Securities for delivery, at least one business day prior to the First Closing Date at a location in New York City as the Representatives Representative may designate. The Company shall not be obligated to sell or deliver the Firm Securities except upon tender of payment by the Representatives Representative for all the Firm Securities. At least one business day prior to the date of the effectiveness of the Registration Statement, the Company shall deposit the net proceeds from the sale of the Private Placement Warrants into the Trust Account as provided by the terms of the Sponsor Warrants Purchase Agreement. (iiiiv) Payment for the Optional Securities shall be made as follows: the Purchase Price $10.00 per Optional Security (including any Deferred Discount attributable to the Optional Securities) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement upon delivery to the Representatives Representative of the Optional Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Optional Securities for the account of the Underwriters. The Optional Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two business days prior to the Option Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Optional Securities for delivery, at least one business day prior to the Option Closing Date. The Company shall not be obligated to sell or deliver the Optional Securities except upon tender of payment by the Representatives Representative for all the Optional Securities. At least one business day prior to the Optional Securities settlement date, the Company shall deposit the proceeds from the sale of the applicable Private Placement Warrants into the Trust Account.

Delivery and Payment for the Offered Securities. (i) In addition to the discount from the public offering price represented by the Purchase Price set forth in the last sentence of Section 2(a) of this Agreement, the Company hereby agrees to pay to each of the Underwriters pro rata in accordance with the number of Units set forth opposite the name of such Underwriter in Schedule A hereto a deferred discount of $0.35 per Public Unit (including both Firm Securities and Optional Securities) purchased hereunder, other than Units listed in Column A-2 of Schedule A hereto hereunder (the “Deferred Discount”). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Amended and Restated Certificate of Incorporation (as hereinafter defined) and the funds held under the Trust Agreement are distributed to the holders of the Class A Common Stock included in the Offered Securities sold pursuant to this Agreement (the “Public Stockholders”), (x) the Underwriters will forfeit any rights or claims to the Deferred Discount and (y) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis. (i) It is understood that the Representatives have Representative has been authorized, for their its own accounts account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section of the purchase price for, the Firm Securities and any Optional Securities the Underwriters have agreed to purchase. Each of the RepresentativesJefferies, individually and not as the Representatives Representative of the Underwriters, may (but shall not be obligated to) make payment for any Offered Securities to be purchased by any Underwriter whose funds shall not have been received by the Representatives Representative by the First Closing Date or the applicable Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. (ii) Payment for the Firm Securities shall be made as follows: The net proceeds for the Firm Securities (including the Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the sale of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Public Units sold and the public offering price per Public Unit as set forth on the cover of the IPO Prospectus upon delivery to the Representatives Representative of the Firm Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Firm Securities, in each case for the account of the Underwriters. The Firm Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two business days prior to the First Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Firm Securities for delivery, at least one business day prior to the First Closing Date at a location in New York City as the Representatives Representative may designate. The Company shall not be obligated to sell or deliver the Firm Securities except upon tender of payment by the Representatives Representative for all the Firm Securities. At least one business day prior to the date of the effectiveness of the Registration Statement, the Company shall deposit the net proceeds from the sale of the Private Placement Warrants into the Trust Account as provided by the terms of the Sponsor Warrants Purchase Agreement. (iii) Payment for the Optional Securities shall be made as follows: the Purchase Price $9.80 per Optional Security (including any Deferred Discount attributable to the Optional Securities) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement upon delivery to the Representatives Representative of the Optional Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Optional Securities for the account of the Underwriters. The Optional Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two business days prior to the Option Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Optional Securities for delivery, at least one business day prior to the Option Closing Date. The Company shall not be obligated to sell or deliver the Optional Securities except upon tender of payment by the Representatives Representative for all the Optional Securities. At least one business day prior to the Optional Securities settlement date, the Company shall deposit the proceeds from the sale of the applicable Private Placement Warrants into the Trust Account.

Delivery and Payment for the Offered Securities. (i) In addition to the discount from the public offering price represented by the Purchase Price set forth in the last sentence of Section 2(a) of this Agreement, the Company hereby agrees to pay to each of the Underwriters pro rata in accordance with the number of Units set forth opposite the name of such Underwriter in Schedule A hereto a deferred discount of $0.35 per Public Unit (including both Firm Securities and Optional Securities) purchased hereunder, other than Units listed in Column A-2 of Schedule A hereto hereunder (the “Deferred Discount”). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Amended and Restated Certificate of Incorporation Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Class A Common Stock included in the Offered Securities sold pursuant to this Agreement (the “Public Stockholders”), (x) the Underwriters will forfeit any rights or claims to the Deferred Discount and (y) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis. (i) It is understood that the Representatives have Representative has been authorized, for their its own accounts account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section of the purchase price for, the Firm Securities and any Optional Securities the Underwriters have agreed to purchase. Each of the RepresentativesJefferies, individually and not as the Representatives Representative of the Underwriters, may (but shall not be obligated to) make payment for any Offered Securities to be purchased by any Underwriter whose funds shall not have been received by the Representatives Representative by the First Closing Date or the applicable Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. (ii) Payment for the Firm Securities shall be made as follows: The net proceeds for the Firm Securities (including the Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the sale of the Private Placement Warrants Units in order for the Trust Account to equal the product of the number of Public Units sold and the public offering price per Public Unit as set forth on the cover of the IPO Prospectus upon delivery to the Representatives Representative of the Firm Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Firm Securities, in each case for the account of the Underwriters. The Firm Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two business days prior to the First Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Firm Securities for delivery, at least one business day prior to the First Closing Date at a location in New York City as the Representatives Representative may designate. The Company shall not be obligated to sell or deliver the Firm Securities except upon tender of payment by the Representatives Representative for all the Firm Securities. At least one business day prior to the date of the effectiveness of the Registration StatementFirm Securities settlement date, the Company shall deposit the net proceeds from the sale of the applicable Private Placement Warrants Units into the Trust Account as provided by the terms of the Sponsor Warrants Purchase AgreementAccount. (iii) Payment for the Optional Securities shall be made as follows: the Purchase Price $9.80 per Optional Security (including any Deferred Discount attributable to the Optional Securities) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Units in order for the Trust Account to equal the product of the number of Public Units sold and the public offering price per Public Unit as set forth on the cover of the Prospectus upon delivery to the Representatives Representative of the Optional Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Optional Securities for the account of the Underwriters. The Optional Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two business days prior to the Option Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Optional Securities for delivery, at least one business day prior to the Option Closing Date. The Company shall not be obligated to sell or deliver the Optional Securities except upon tender of payment by the Representatives Representative for all the Optional Securities. At least one business day prior to the Optional Securities settlement date, the Company shall deposit the proceeds proc xxxx from the sale of the applicable Private Placement Warrants Units into the Trust Account.

Delivery and Payment for the Offered Securities. In addition to the discount from the public offering price represented by the Purchase Price set forth in the last sentence of Section 2(a) of this Agreement, the Company hereby agrees to pay to each Jefferies LLC, individually and not as the Representative of the Underwriters pro rata in accordance with Underwriters, for its own account only and not on behalf of or for the number accounts of Units set forth opposite the name of such Underwriter in Schedule A hereto several Underwriters, a deferred discount of $0.35 per Unit (including both Firm Securities and Optional Securities) purchased hereunder, other than Units listed in Column A-2 of Schedule A hereto 5,635,000 (the “Deferred Discount”). For the avoidance of doubt, no Deferred Discount will be payable to any other Underwriters other than Xxxxxxxxx LLC. (i) Upon consummation of the Business Combination, the Deferred Discount will be payable as follows: (1) If the Closing Surviving Corporation Cash (as defined below) is greater than or equal to $25,000,000, the Deferred Discount shall be due and payable in cash to Xxxxxxxxx LLC, individually and not as the Representative of the Underwriters, for its own account only and not on behalf of or for the accounts of the several Underwriters, upon the closing of the initial Business Combination (the “Closing Deferred Cash Payment”). (2) Subject to clause (4) below, if the Closing Surviving Corporation Cash is less than $25,000,000, the Closing Deferred Cash Payment payable in cash to Jefferies LLC, individually and not as the Representative of the Underwriters, for its own account only and not on behalf of or for the accounts of the several Underwriters, upon the closing of the initial Business Combination shall be equal to $2,000,000 with the remaining $3,635,000 of the Deferred Discount (the “Deferred Cash Obligation”) being due and payable in cash to Jefferies LLC, individually and not as the Representative of the Underwriters, for its own account only and not on behalf of or for the accounts of the several Underwriters, no later than eighteen (18) months following the consummation of the Business Combination. (3) The Underwriters Company shall cause CST to pay the Closing Deferred Cash Payment by wire transfer of immediately available funds to Jefferies LLC, individually and not as the Representative of the Underwriters, for its own account only and not on behalf of or for the accounts of the several Underwriters. Jefferies LLC hereby agree agrees that if no Business Combination is consummated within the time period provided in the Amended and Restated Certificate of Incorporation Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Class A Common Stock Ordinary Shares included in the Offered Securities sold pursuant to this Agreement (the “Public StockholdersShareholders”), (x) the Underwriters Jefferies LLC will forfeit any rights or claims to any portion of the Deferred Discount and (y) the trustee under the Trust Agreement is authorized to distribute the funds in the Trust Account otherwise constituting the Closing Deferred Discount Cash Payment to the Public Stockholders Shareholders on a pro rata basis. (i4) It is understood that Notwithstanding clause (2) above, the Representatives have been authorizedCompany may, for their own accounts and in its sole discretion, elect to deliver Class A Ordinary Shares (or, following a Business Combination, the accounts publicly listed common shares of the several Underwriters, surviving successor to accept delivery of and receipt for, and make payment by wire transfer payable in same-day funds to an account specified by the Company and to into which the Trust Account as described below Class A Ordinary Shares were converted or exchanged in this Section connection with the Business Combination) (such shares, “Company Shares”) in satisfaction of the purchase price for, the Firm Securities and all or any Optional Securities the Underwriters have agreed to purchase. Each of the Representatives, individually and not as the Representatives of the Underwriters, may (but shall not be obligated to) make payment for any Offered Securities to be purchased by any Underwriter whose funds shall not have been received by the Representatives by the First Closing Date or the applicable Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. (ii) Payment for the Firm Securities shall be made as follows: The net proceeds for the Firm Securities (including the Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds Deferred Cash Obligation only (the “Deferred Stock Payment” and such shares, the “Deferred Stock Payment Shares”); provided that, in the event the Company so elects, the Company provides to Xxxxxxxxx LLC written notice of its election to deliver Deferred Stock Payment Shares in satisfaction of all or a portion of the sale Deferred Cash Obligation no earlier than sixty (60) calendar days following the consummation of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the IPO Prospectus upon delivery to the Representatives of the Firm Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Firm Securities, in each case for the account of the Underwriters. The Firm Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least Business Combination but no later than two business days prior to delivery of such Deferred Stock Payment Shares, with such notice to include the First Closing Dateamount of Deferred Cash Obligation that is the subject of the Company’s election and will be paid in Company Shares, the Deferred Stock Purchase Price as calculated by the Company and the number of Deferred Stock Payment Shares to be issued. If The number of Deferred Stock Payment Shares shall be calculated based on a price per share (the “Deferred Stock Purchase Price”) equal to the arithmetic average of the Daily VWAP (as defined below) of the Company Shares for the ten VWAP Trading Days (as defined below) ending on the VWAP Trading Day immediately preceding the delivery of such notice. Notwithstanding anything to the contrary herein, Jefferies LLC agrees to deliver and execute such documents in connection with such delivery of the Deferred Stock Payment Shares as the Company may reasonably request. For the avoidance of doubt, any portion of the Deferred Cash Obligation that is not made through satisfied with Deferred Stock Payment Shares shall remain due and payable in cash in accordance with Section 2(e)(i)(2). (5) The Company agrees that, within fifteen (15) business days following the facilities date of DTCany Deferred Stock Payment (such deadline, the “Filing Deadline”), the Company will permit submit to or file with the Representatives SEC a registration statement for a shelf registration on Form S-1 or Form S-3 (if the Company is then eligible to examine use a Form S-3 shelf registration) (the “Registration Statement”), in each case, covering the resale of the Deferred Stock Payment Shares issued to the Underwriters which are eligible for registration (determined as of two business days prior to such submission or filing) (the “Registrable Shares”) and package the Firm Securities for deliveryCompany shall use its commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after the filing thereof, at least one but no later than the earlier of (i) the 90th calendar day following the filing date thereof if the SEC notifies the Company that it will “review” the Registration Statement (including a limited review) and (ii) the 10th business day prior after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that the Registration Statement will not be “reviewed” or will not be subject to further review (such earlier date, the “Effectiveness Deadline”); provided that the Company’s obligations to include the Registrable Shares in the Registration Statement are contingent upon Jefferies LLC furnishing in writing to the First Closing Date at a location Company such information regarding itself or its permitted assigns, the securities of the Company held by Jefferies LLC and the intended method of disposition of the Registrable Shares (which shall be limited to non-underwritten public offerings) as shall be reasonably requested by the Company to effect the registration of the Registrable Shares, and Jefferies LLC shall execute such documents in New York City connection with such registration as the Representatives Company may designate. The reasonably request that are customary of a selling stockholder in similar situations, including providing that the Company shall be entitled to postpone and suspend the effectiveness or use of the Registration Statement, if applicable, during any customary blackout or similar period or as permitted hereunder; provided that Jefferies LLC shall not in connection with the foregoing be obligated required to sell execute any lock-up or deliver similar agreement or otherwise be subject to any contractual restriction on the Firm ability to transfer the Registrable Shares. For as long as Jefferies LLC holds Deferred Stock Payment Shares, the Company will use commercially reasonable efforts to file all reports for so long as the condition in Rule 144(c)(1) (or Rule 144(i)(2), if applicable) is required to be satisfied, and provide all customary and reasonable cooperation, necessary to enable Jefferies LLC to resell such Company Shares pursuant to Rule 144 of the Securities except upon tender Act (in each case, when Rule 144 of payment the Securities Act becomes available to Xxxxxxxxx LLC). For the avoidance of doubt, any failure by the Representatives Company to file the Registration Statement by the Filing Deadline or to effect such Registration Statement by the Effectiveness Deadline shall not otherwise relieve the Company of its obligations to file or effect the Registration Statement as set forth above in this section. a. At its expense, the Company shall: i. except for such times as the Company is permitted hereunder to suspend the use of the prospectus forming part of a Registration Statement, keep such registration, and any qualification, exemption or compliance under state securities laws which the Company determines to obtain, continuously effective with respect to Jefferies LLC, and to keep the applicable Registration Statement or any subsequent shelf registration statement free of any material misstatements or omissions, until the earlier of the following: (A) Jefferies LLC ceases to hold any Registrable Shares, (B) the date all Registrable Shares held by Jefferies LLC may be sold without restriction under Rule 144, including without limitation, any volume and manner of sale restrictions which may be applicable to affiliates under Rule 144 and without the Firm Securities. At least one business day prior requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable), and (C) two (2) years from the date of effectiveness of the Registration Statement; ii. advise Jefferies LLC, as expeditiously as possible: (1) when a Registration Statement or any amendment thereto has been submitted or filed with the SEC; (2) after receiving notice, or obtaining knowledge thereof, of the issuance by the SEC of any stop order suspending the effectiveness of any Registration Statement or the initiation of any proceedings for such purpose; (3) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Shares included therein for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and (4) of the occurrence of any event that requires the making of any changes in any Registration Statement or prospectus so that, as of such date, the statements therein are not misleading and do not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading. Notwithstanding anything to the contrary set forth herein, the Company shall not, when so advising Jefferies LLC of such events, provide Jefferies LLC with any material, nonpublic information regarding the Company other than to the extent that providing notice to Xxxxxxxxx LLC of the occurrence of the events listed in (1) through (4) of this clause constitutes material, nonpublic information regarding the Company; iii. use its commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of any Registration Statement as soon as reasonably practicable; iv. upon the occurrence of any event contemplated in subclause (4) of clause (ii) above, except for such times as the Company is permitted hereunder to suspend, and has suspended, the use of a prospectus forming part of a Registration Statement, the Company shall deposit as soon as reasonably practicable prepare a post-effective amendment to such Registration Statement or a supplement to the net proceeds from the sale related prospectus, or file any other required document so that, as thereafter delivered to purchasers of the Private Placement Warrants into Registrable Shares included therein, such prospectus will not include any untrue statement of a material fact or omit to state any material fact necessary to make the Trust Account statements therein, in the light of the circumstances under which they were made, not misleading; v. cause all Registrable Shares to be listed on each securities exchange or market, if any, on which the shares of common stock issued by the Company have been listed; vi. allow Xxxxxxxxx LLC to review disclosure regarding Xxxxxxxxx LLC in the Registration Statement; and vii. otherwise, in good faith, cooperate reasonably with, and take such customary actions as provided may reasonably be requested by Jefferies LLC, consistent with the terms of this Agreement, in connection with the Sponsor Warrants Purchase Agreementregistration of the Registrable Shares. (iii) Payment for the Optional Securities shall be made as follows: the Purchase Price (including any Deferred Discount attributable b. Notwithstanding anything to the Optional Securities) shall be deposited contrary in the Trust Account pursuant to the terms of the Trust Agreement upon delivery to the Representatives of the Optional Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Optional Securities for the account of the Underwriters. The Optional Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two business days prior to the Option Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Optional Securities for delivery, at least one business day prior to the Option Closing Date. The Company shall not be obligated to sell or deliver the Optional Securities except upon tender of payment by the Representatives for all the Optional Securities. At least one business day prior to the Optional Securities settlement datethis Agreement, the Company shall deposit be entitled to delay the proceeds filing or effectiveness of, or suspend the use of, the Registration Statement if it determines that in order for the Registration Statement not to contain a material misstatement or omission, (i) an amendment thereto would be needed to include information that would at that time not otherwise be required in a current, quarterly, or annual report under the Exchange Act, (ii) the negotiation or consummation of a transaction by the Company or its subsidiaries is pending or an event has occurred, which negotiation, consummation or event that the Company’s board of directors reasonably believes would require additional disclosure by the Company in the Registration Statement of material information that the Company has a bona fide business purpose for keeping confidential and the non-disclosure of which in the Registration Statement would be expected, in the reasonable determination of the Company’s board of directors to cause the Registration Statement to fail to comply with applicable disclosure requirements, or (iii) in the good faith judgment of the majority of the Company’s board of directors, such filing or effectiveness or use of such Registration Statement, would be materially detrimental to the Company and the majority of the Company’s board of directors concludes, as a result, that it is inevitable to defer such filing (each such circumstance, a “Suspension Event”); provided that the Company may not delay or suspend the Registration Statement on more than two occasions in total or for more than sixty (60) consecutive calendar days, or more than one hundred and twenty (120) total calendar days in each case during any twelve-month period. Upon receipt of any written notice from the sale Company of the happening of any Suspension Event during the period that the Registration Statement is effective or, if as a result of a Suspension Event, the Registration Statement or related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein (in the light of the circumstances under which they were made, in the case of the prospectus) not misleading, Jefferies LLC agrees that (i) it will immediately discontinue offers and sales of the Registrable Shares under the Registration Statement (excluding, for the avoidance of doubt, sales conducted pursuant to Rule 144) until Jefferies LLC receives copies of a supplemental or amended prospectus (which the Company agrees to promptly prepare) that corrects the misstatement(s) or omission(s) referred to above and receives notice that any post-effective amendment has become effective or unless otherwise notified by the Company that it may resume such offers and sales, and (ii) it will maintain the confidentiality of any information included in such written notice delivered by the Company unless otherwise required by law or subpoena. If so directed by the Company, Jefferies LLC will deliver to the Company or, in Jefferies LLC’s sole discretion destroy, all copies of the prospectus covering the Registrable Shares in its possession; provided that this obligation to deliver or destroy all copies of the prospectus covering the Registrable Shares shall not apply (A) to the extent Jefferies LLC is required to retain a copy of such prospectus (1) in order to comply with applicable Private Placement Warrants into the Trust Accountlegal, regulatory, self-regulatory or professional requirements or (2) in accordance with its document retention policy or (B) to copies stored electronically on archival servers as a result of automatic data back-up. (6) In this Section 2(e)(i):

Delivery and Payment for the Offered Securities. In addition to the discount from the public offering price represented by the Purchase Price set forth in the last sentence of Section 2(a) of this Agreement, the Company hereby agrees to pay to each of the Underwriters Underwriters, pro rata in accordance with the number of Units Ordinary Shares set forth opposite the name of such Underwriter in Schedule A hereto hereto, a deferred discount of $0.35 per Unit Ordinary Share (including both Firm Securities and Optional Securities) purchased hereunder, other than Units listed in Column A-2 of Schedule A hereto hereunder (the “Deferred Discount”). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Amended and Restated Certificate Memorandum and Articles of Incorporation Association and the funds held under the Trust Agreement are distributed to the holders of the Class A Common Stock Ordinary Shares included in the Offered Securities sold pursuant to this Agreement (the “Public StockholdersShareholders”), (x) the Underwriters will forfeit any rights or claims to the Deferred Discount and (y) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders Shareholders on a pro rata basis. (i) It is understood that the Representatives have been authorized, for their own accounts and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section of the purchase price for, the Firm Securities and any Optional Securities the Underwriters have agreed to purchase. Each of the RepresentativesJefferies and Mxxxxx Sxxxxxx, each individually and not as the Representatives of the Underwriters, may (but shall not be obligated to) make payment for any Offered Securities to be purchased by any Underwriter whose funds shall not have been received by the Representatives by the First Closing Date or the applicable Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. (ii) Payment for the Firm Securities shall be made as follows: The net proceeds for the Firm Securities (including the Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the sale of the Private Placement Warrants Shares in order for the Trust Account to equal the product of the number of Units Ordinary Shares sold and the public offering price per Unit Ordinary Share as set forth on the cover of the IPO Prospectus upon delivery to the Representatives of the Firm Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Firm Securities, in each case for the account of the Underwriters. The Firm Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two business days prior to the First Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Firm Securities for delivery, at least one business day prior to the First Closing Date at a location in New York City as the Representatives may designate. The Company shall not be obligated to sell or deliver the Firm Securities except upon tender of payment by the Representatives for all the Firm Securities. At least one business day prior to the date of the effectiveness of the Registration StatementFirst Closing Date, the Company shall deposit the net proceeds from the sale of the Private Placement Warrants Shares into the Trust Account as provided by the terms of the Sponsor Warrants Private Placement Shares Purchase Agreement. (iii) Payment for the Optional Securities shall be made as follows: the Purchase Price (including any Deferred Discount attributable to the Optional Securities) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement upon delivery to the Representatives of the Optional Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Optional Securities for the account of the Underwriters. The Optional Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two business days prior to the Option Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Optional Securities for delivery, at least one business day prior to the Option Closing Date. The Company shall not be obligated to sell or deliver the Optional Securities except upon tender of payment by the Representatives for all the Optional Securities. At least one business day prior to the Optional Securities settlement dateOption Closing Date, the Company shall deposit the proceeds from the sale of the applicable Private Placement Warrants Shares into the Trust Account.