Common use of Representations and Warranties of the SPAC Clause in Contracts

Representations and Warranties of the SPAC. The SPAC hereby represents and warrants to such Investor, as follows: (a) The SPAC is duly organized and in good standing (to the extent applicable) under its jurisdiction of organization and has full power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. (b) This Agreement has been duly and validly executed and delivered by the SPAC and constitutes a legal, valid and binding obligation of the SPAC enforceable against the SPAC in accordance with its terms. (c) The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the performance of its obligations hereunder will not conflict with, or result in any violation of or default under, (i) the certificate of incorporation (as may be amended from time to time) or bylaws of the SPAC, (ii) any agreement, indenture or instrument to which the SPAC is a party or by which the Transferred Shares are bound, or (iii) any law, statute, rule or regulation to which the SPAC is or the Transferred Shares are subject, or any agreement, order, judgment or decree to which the SPAC is or the Transferred Shares are subject. (d) There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the SPAC, threatened against or affecting the SPAC or to the SPAC’s knowledge, any of the SPAC’s officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as such. (e) None of the information conveyed to such Investor in connection with the transactions contemplated by this Agreement will constitute material non-public information of the SPAC upon the effectiveness of the SPAC’s current Registration Statement, as amended. (f) The Transferred Shares upon issuance have been, or will be, duly and validly authorized, and on the date of issuance, the Founder Shares will be duly and validly issued, fully paid and non-assessable and free of all preemptive or similar rights, liens, encumbrances and charges with respect to the issue thereof and restrictions on transfer other than restrictions on transfer specified under this Agreement, applicable state and federal securities laws and liens or encumbrances created by or imposed by such Investor. (g) The Transferred Shares are not convertible into or exchangeable for, either at the election of the holder or otherwise, shares of Class A Common Stock at any time prior to completion of a Business Combination.

Representations and Warranties of the SPAC. The SPAC hereby represents and warrants to such each Investor, as of the date hereof and as of the closing date of the IPO (except for any representations expressly given as of a specific date), as follows: (a) The SPAC is duly organized and in good standing (to the extent applicable) under its jurisdiction of organization and has full power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. (b) This Agreement has been duly and validly executed and delivered by the SPAC and constitutes a legal, valid and binding obligation of the SPAC enforceable against the SPAC in accordance with its terms. (c) The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the performance of its obligations hereunder will not materially conflict with, or result in any material violation of or default under, (i) the certificate of incorporation (as may be amended from time to time) any agreement or bylaws of the SPAC, (ii) any agreement, indenture or other instrument to which the SPAC is a party or by which the Transferred Shares are SPAC is bound, or (iii) any lawdecree, order, statute, rule or regulation applicable to which the SPAC is or the Transferred Shares are subject, or any agreement, order, judgment or decree to which the SPAC is or the Transferred Shares are subjectSPAC. (d) On the date hereof, after giving pro forma effect to the Sponsor’s intended forfeiture of 562,500 Founder Shares (the “Sponsor Forfeiture”) in connection with the IPO as set forth in the Registration Statement, the authorized share capital of the SPAC consists of: i. 180,000,000 shares of Class A Common Stock. There are currently no Shares of Class A Common Stock issued and outstanding on the date hereof. ii. 20,000,000 Founder Shares. After giving pro forma effect to the Sponsor Forfeiture, there are currently 3,750,000 Founder Shares outstanding as of the date hereof. All of the issued and outstanding Founder Shares have been duly authorized, are fully paid and nonassessable and were issued free and clear of all liens, pledges, security interests, charges, claims, encumbrances, agreements, options, voting trusts, proxies and other arrangements or restrictions of any kind (“Encumbrances”), other than those arising under the organizational documents of the SPAC or the Sponsor, those arising under applicable securities laws or as otherwise disclosed in the Registration Statement. The issuance of the Founder Shares was not in violation of the preemptive or other similar rights of any securityholder of the Company, and the sale of the Founder Shares to the Sponsor was exempt from the registration requirements of the Securities Act of 1933 and any other applicable securities laws. iii. 1,000,000 Shares of Preferred Stock. There are currently no Shares of Preferred Stock issued and outstanding on the date hereof. (e) There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body (collectively, “actions”) pending or, to the knowledge of the SPAC, threatened against or affecting the SPAC or to the SPAC’s knowledge, any of the SPAC’s officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as such, which, if determined adversely, would, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the SPAC to enter into and perform its obligations under this Agreement. (ef) None none of the information conveyed to such the Investor in connection with the transactions contemplated by this Agreement will constitute material non-public nonpublic information of the SPAC upon the effectiveness of the SPAC’s current Registration Statement, as amended. (f) The Transferred Shares upon issuance have been, or will be, duly and validly authorized, and on the date of issuance, the Founder Shares will be duly and validly issued, fully paid and non-assessable and free of all preemptive or similar rights, liens, encumbrances and charges with respect to the issue thereof and restrictions on transfer other than restrictions on transfer specified under this Agreement, applicable state and federal securities laws and liens or encumbrances created by or imposed by such Investor. (g) The Transferred All corporate action required to be taken by the SPAC’s board of directors and stockholders in order to authorize the SPAC to enter into this Agreement and to issue the Shares are not convertible into or exchangeable for, either at the election of the holder or otherwise, shares of Class A Common Stock at any time and Transferred Shares has been taken or will be taken prior to completion the IPO. All action on the part of the stockholders, directors and officers of the SPAC necessary for the execution and delivery of this Agreement, the performance of all obligations of the SPAC under this Agreement to be performed as of the IPO, and the issuance and delivery of the Shares of Class A Common Stock and Transferred Shares has been taken or will be taken prior to the IPO. This Agreement, when executed and delivered by the SPAC, shall constitute the valid and legally binding obligation of the SPAC, enforceable against the SPAC in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies, or (iii) to the extent the indemnification provisions contained in the Registration Rights Agreement (defined below) may be limited by applicable federal or state securities laws. (h) The SPAC has complied, and will continue to comply, with all applicable laws, including, without limitation, the Anti-Corruption Laws and the Anti-Money Laundering Laws. (i) The SPAC has not, and agrees that it shall not, in connection with the transactions contemplated by this Agreement, or in connection with any other business transactions involving Investor or its subsidiaries, make any payment, transfer anything of value, or offer anything of value, directly or indirectly: i. to any governmental official or employee (including employees of a Business Combinationgovernment corporation or public international organization) or to any political party or candidate for public office; or ii. to any other person or entity if such payments or transfers would violate the laws of the country in which made, the laws of the United States, including the trade sanction and economic embargo programs enforced by OFAC or the laws of any other applicable country.

Representations and Warranties of the SPAC. The SPAC hereby represents and warrants to such the Investor, as follows: (a) The SPAC is duly organized and in good standing (to the extent applicable) under its jurisdiction of organization and has full power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. (b) This Agreement has been duly and validly executed and delivered by the SPAC and constitutes a legal, valid and binding obligation of the SPAC enforceable against the SPAC in accordance with its terms. (c) The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the performance of its obligations hereunder will not conflict with, or result in any violation of or default under, (i) the certificate of incorporation (as may be amended from time to time) or bylaws of the SPAC, (ii) any agreement, indenture or instrument to which the SPAC is a party or by which the Transferred Shares are bound, or (iii) any law, statute, rule or regulation to which the SPAC is or the Transferred Shares are subject, or any agreement, order, judgment or decree to which the SPAC is or the Transferred Shares are subject. (d) There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the SPAC, threatened against or affecting the SPAC or to the SPAC’s knowledge, any of the SPAC’s officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as such. (e) None of the information conveyed to such the Investor in connection with the transactions contemplated by this Agreement will constitute material non-public information of the SPAC upon the effectiveness of the SPAC’s current Registration Statement, as amended. (f) The Transferred Shares upon issuance have been, or will be, duly and validly authorized, and on the date of issuance, the Founder Shares will be duly and validly issued, fully paid and non-assessable and free of all preemptive or similar rights, liens, encumbrances and charges with respect to the issue thereof and restrictions on transfer other than restrictions on transfer specified under this Agreement, applicable state and federal securities laws and liens or encumbrances created by or imposed by such the Investor. (g) The Transferred Shares are not convertible into or exchangeable for, either at the election of the holder or otherwise, shares of Class A Common Stock at any time prior to completion of a Business Combination.

Representations and Warranties of the SPAC. The SPAC hereby represents and warrants to such Investor, as of the date hereof and as of the closing date of the IPO, as follows: (a) The SPAC is duly organized and in good standing (to the extent applicable) under its jurisdiction of organization and has full power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. (b) This Agreement has been duly and validly executed and delivered by the SPAC and constitutes a legal, valid and binding obligation of the SPAC enforceable against the SPAC in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and the rules of law governing specific performance, injunctive relief and other equitable remedies (the “Enforceability Exceptions”). (c) The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the performance of its obligations hereunder will not materially conflict with, or result in any material violation of or default under, (i) the certificate of incorporation (as may be amended from time to time) or bylaws any of the SPAC’s organizational documents, (ii) any agreement, indenture agreement or other instrument to which the SPAC is a party or by which the Transferred Shares are SPAC is bound, or (iii) any lawdecree, order, statute, rule or regulation applicable to which the SPAC is or the Transferred Shares are subject, or any agreement, order, judgment or decree to which the SPAC is or the Transferred Shares are subjectSPAC. (d) There is no actionThe Transferred Shares, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, when issued to the knowledge of the SPACSponsor, threatened against or affecting the SPAC or to the SPAC’s knowledge, any of the SPAC’s officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as such. (e) None of the information conveyed to such Investor in connection with the transactions contemplated by this Agreement will constitute material non-public information of the SPAC upon the effectiveness of the SPAC’s current Registration Statement, as amended. (f) The Transferred Shares upon issuance have been, or will be, duly and validly authorized, and on the date of issuance, the Founder Shares will be duly and were validly issued, fully paid and non-assessable assessable, free and free clear of all liens, pledges, security interests, charges, claims, encumbrances, agreements, options, voting trusts, proxies and other arrangements or restrictions of any kind (“Encumbrances”), other than those arising under applicable securities laws or as otherwise disclosed in the SPAC’s Registration Statement, and were not issued in violation of, or subject to, any preemptive or similar rights, liens, encumbrances and charges with respect to the issue thereof and restrictions on transfer other than restrictions on transfer specified under this Agreement, applicable state and federal securities laws and liens or encumbrances created by or imposed by such Investor. (g) The Transferred Shares are not convertible into or exchangeable for, either at the election of the holder or otherwise, shares of Class A Common Stock at any time prior to completion of a Business Combination.

Representations and Warranties of the SPAC. The SPAC hereby represents and warrants to such the Investor, as of the date hereof and as of the closing date of the IPO, as follows: (a) The SPAC is duly organized and in good standing (to under the extent applicable) under its jurisdiction laws of organization the State of Delaware and has full power and authority to carry on its business as presently conducted and as proposed to be conducted and execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. (b) This Agreement has been duly and validly executed and delivered by the SPAC and constitutes a legal, valid and binding obligation of the SPAC enforceable against the SPAC in accordance with its terms. (c) The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the performance of its obligations hereunder will not conflict with, or result in any violation of or default under, (i) the certificate of incorporation (as may be amended from time to time) or bylaws of the SPAC’s organizational documents, (ii) any agreement, indenture agreement or other instrument to which the SPAC is a party or by which the Transferred Shares are SPAC is bound, or (iii) any lawdecree, order, statute, rule or regulation applicable to which the SPAC is or the Transferred Shares are subject, or any agreement, order, judgment or decree to which the SPAC is or the Transferred Shares are subjectShares. (d) There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the SPAC, threatened against or affecting the SPAC or to the SPAC’s knowledge, any of the SPAC’s officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as such. (e) None of the information conveyed to such the Investor in connection with the transactions contemplated by this the Agreement will constitute material non-public information of the SPAC upon the effectiveness of the SPAC’s current Registration Statement. (e) No governmental, as amendedadministrative or other third-party consents or approvals are required by or with respect to the SPAC in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. (f) The Transferred Shares upon issuance have beenTo the best of the SPAC’s knowledge all information contained in the questionnaires (“Questionnaires”) completed by each of the SPAC’s officers and directors and the Transferors (collectively, the “Insiders”) and provided to the underwriters and their counsel and the biographies of the Insiders contained in the Registration Statement and prospectus (to the extent a biography is contained) is true and correct and the SPAC has not become aware of any information which would cause the information disclosed in the Questionnaires completed by each Insider to become inaccurate, incorrect or incomplete. There is no action, suit, proceeding, inquiry, arbitration, investigation, litigation or governmental proceeding pending, or will beto the SPAC’s knowledge, duly and validly authorizedassuming reasonable inquiry, and on threatened against or involving the date SPAC or, to the SPAC’s knowledge, assuming reasonable inquiry, any Insider or any stockholder or member of issuancean Insider that has not been disclosed, that is required to be disclosed, in the Registration Statement, the prospectus or the Questionnaires. (g) The Founder Shares will be duly and Shares, when issued to the Transferors, were validly issued, fully paid and non-assessable assessable, free and free clear of all liens or other restrictions (other than those arising under applicable securities laws or as otherwise disclosed in the Registration Statement) and were not issued in violation of, or subject to, any preemptive or similar rights, liens, encumbrances and charges with respect to the issue thereof and restrictions on transfer other than restrictions on transfer specified under this Agreement, applicable state and federal securities laws and liens or encumbrances created by or imposed by such Investor. (g) The Transferred Shares are not convertible into or exchangeable for, either at the election of the holder or otherwise, shares of Class A Common Stock at any time prior to completion of a Business Combination.

Representations and Warranties of the SPAC. The SPAC hereby represents and warrants to such Investor, as of the date hereof and as of the closing date of the IPO, as follows: (a) The SPAC is duly organized and in good standing (to under the extent applicable) under its jurisdiction laws of organization the State of Delaware and has full power and authority to carry on its business as presently conducted and as proposed to be conducted and execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. (b) This Agreement has been duly and validly executed and delivered by the SPAC and constitutes a legal, valid and binding obligation of the SPAC enforceable against the SPAC in accordance with its terms. (c) The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the performance of its obligations hereunder will not materially conflict with, or result in any material violation of or default under, (i) the certificate of incorporation (as may be amended from time to time) or bylaws of the SPAC’s organizational documents, (ii) any agreement, indenture agreement or other instrument to which the SPAC is a party or by which the Transferred Shares are SPAC is bound, or (iii) any lawdecree, order, statute, rule or regulation applicable to which the SPAC is or the Transferred Shares are subject, or any agreement, order, judgment or decree to which the SPAC is or the Transferred Shares are subjectShares. (d) There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the SPAC, threatened against or affecting the SPAC or to the SPAC’s knowledge, any of the SPAC’s officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as such. (e) None of the information conveyed to such the Investor in connection with the transactions contemplated by this the Agreement will constitute material non-public information of the SPAC upon the effectiveness of the SPAC’s current Registration Statement. (e) No governmental, as amendedadministrative or other third-party consents or approvals are required by or with respect to the SPAC in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. (f) The Transferred Shares upon issuance have beenAll information contained in the questionnaires (“Questionnaires”) completed by each of the SPAC’s officers, directors and the Sponsor (collectively, the “Insiders”) and provided to the underwriters and their counsel and the biographies of the Insiders contained in the Registration Statement and prospectus (to the extent a biography is contained) is true and correct and the SPAC has not become aware of any information which would cause the information disclosed in the Questionnaires completed by each Insider to become inaccurate, incorrect or incomplete. There is no action, suit, proceeding, inquiry, arbitration, investigation, litigation or governmental proceeding pending, or will beto the SPAC’s knowledge, duly and validly authorizedassuming reasonable inquiry, and on threatened against or involving the date SPAC or, to the SPAC’s knowledge, assuming reasonable inquiry, any Insider or any stockholder or member of issuancean Insider that has not been disclosed, that is required to be disclosed, in the Registration Statement, the prospectus or the Questionnaires. (g) The Founder Shares will be duly and Shares, when issued to the Sponsor, were validly issued, fully paid and non-assessable assessable, free and free clear of all liens or other restrictions (other than those arising under applicable securities laws or as otherwise disclosed in the Registration Statement) and were not issued in violation of, or subject to, any preemptive or similar rights, liens, encumbrances and charges with respect to the issue thereof and restrictions on transfer other than restrictions on transfer specified under this Agreement, applicable state and federal securities laws and liens or encumbrances created by or imposed by such Investor. (g) The Transferred Shares are not convertible into or exchangeable for, either at the election of the holder or otherwise, shares of Class A Common Stock at any time prior to completion of a Business Combination.

Representations and Warranties of the SPAC. The SPAC hereby represents and warrants to such InvestorInvestors, as of the date hereof and as of the closing date of the IPO, as follows: (a) The SPAC is duly organized and in good standing (to under the extent applicable) under its jurisdiction laws of organization the State of Delaware and has full power and authority to carry on its business as presently conducted and as proposed to be conducted and execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. (b) This Agreement has been duly and validly executed and delivered by the SPAC and constitutes a legal, valid and binding obligation of the SPAC enforceable against the SPAC in accordance with its terms. (c) The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the performance of its obligations hereunder will not materially conflict with, or result in any material violation of or default under, (i) the certificate of incorporation (as may be amended from time to time) or bylaws of the SPAC’s organizational documents, (ii) any agreement, indenture agreement or other instrument to which the SPAC is a party or by which the Transferred Shares are SPAC is bound, or (iii) any lawdecree, order, statute, rule or regulation applicable to which the SPAC is or the Transferred Shares are subject, or any agreement, order, judgment or decree to which the SPAC is or the Transferred Shares are subjectShares. (d) There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the SPAC, threatened against or affecting the SPAC or to the SPAC’s knowledge, any of the SPAC’s officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as such. (e) None of the information conveyed to such the Investor in connection with the transactions contemplated by this the Agreement will constitute material non-public information of the SPAC upon the effectiveness of the SPAC’s current Registration Statement. (e) No governmental, as amendedadministrative or other third-party consents or approvals are required by or with respect to the SPAC in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. (f) The Transferred Shares upon issuance have beenAll information contained in the questionnaires (“Questionnaires”) completed by each of the SPAC’s officers, directors and the Sponsor (collectively, the “Insiders”) and provided to the underwriters and their counsel and the biographies of the Insiders contained in the Registration Statement and prospectus (to the extent a biography is contained) is true and correct and the SPAC has not become aware of any information which would cause the information disclosed in the Questionnaires completed by each Insider to become inaccurate, incorrect or incomplete. There is no action, suit, proceeding, inquiry, arbitration, investigation, litigation or governmental proceeding pending, or will beto the SPAC’s knowledge, duly and validly authorizedassuming reasonable inquiry, and on threatened against or involving the date SPAC or, to the SPAC’s knowledge, assuming reasonable inquiry, any Insider or any stockholder or member of issuancean Insider that has not been disclosed, that is required to be disclosed, in the Registration Statement, the prospectus or the Questionnaires. (g) The Founder Shares will be duly and Shares, when issued to the Sponsor, were validly issued, fully paid and non-assessable assessable, free and free clear of all liens or other restrictions (other than those arising under applicable securities laws or as otherwise disclosed in the Registration Statement) and were not issued in violation of, or subject to, any preemptive or similar rights, liens, encumbrances and charges with respect to the issue thereof and restrictions on transfer other than restrictions on transfer specified under this Agreement, applicable state and federal securities laws and liens or encumbrances created by or imposed by such Investor. (g) The Transferred Shares are not convertible into or exchangeable for, either at the election of the holder or otherwise, shares of Class A Common Stock at any time prior to completion of a Business Combination.

Representations and Warranties of the SPAC. The SPAC hereby represents and warrants to such the Investor, as follows: (a) The SPAC is duly organized and in good standing (to the extent applicable) under its jurisdiction of organization and has full power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. (b) This Agreement has been duly and validly executed and delivered by the SPAC and constitutes a legal, valid and binding obligation of the SPAC enforceable against the SPAC in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ rights generally or (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. (c) The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the performance by the SPAC of its obligations hereunder will not conflict with, or result in any violation of or default under, (i) the certificate of incorporation (as may be amended from time to time) any agreement or bylaws of the SPAC, (ii) any agreement, indenture or other instrument to which the SPAC is a party or by which the Transferred Shares are SPAC is bound, or (iii) any lawdecree, order, statute, rule or regulation applicable to which the SPAC is or the Transferred Shares are subject, or any agreement, order, judgment or decree to which the SPAC is or the Transferred Shares are subjectSPAC. (d) There No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to required on the knowledge part of the SPAC, threatened against or affecting the SPAC or to the SPAC’s knowledge, any of the SPAC’s officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as such. (e) None of the information conveyed to such Investor in connection with the consummation of the transactions contemplated by this Agreement will constitute material non-public information of the SPAC upon the (other than effectiveness of the SPAC’s current Registration Statement, as amendedStatement for the offer and sale of Units in the IPO). (fe) The Transferred Shares upon Upon issuance have been, or will be, duly and validly authorizedin accordance with, and on the date of issuancepayment pursuant to, the Founder terms hereof and the Articles, and registration in the register of members of the SPAC, the Transferred Shares will be duly and validly issued, fully paid and non-assessable and free assessable. (f) There are no actions, suits, investigations or proceedings pending or threatened against the SPAC which: (i) seek to restrain, enjoin or prevent the consummation of all preemptive the transactions contemplated by this Agreement or similar rights, liens, encumbrances and charges (ii) question the validity or legality of any such transactions or seek to recover damages or to obtain other relief in connection with respect to the issue thereof and restrictions on transfer other than restrictions on transfer specified under this Agreement, applicable state and federal securities laws and liens or encumbrances created by or imposed by any such Investortransactions. (g) The Class A Shares issuable upon conversion of the Transferred Shares are not convertible into or exchangeable for, either at the election of the holder or otherwise, shares of Class A Common Stock at any time prior to completion of a Business Combinationhave been duly authorized and reserved for issuance upon such conversion.

Representations and Warranties of the SPAC. 8.1 The SPAC hereby represents and warrants to such Investorthe Noteholders, as of the date hereof and (subject to qualifications in Section 8.2(b) of the Business Combination Agreement) the De-SPAC Closing, as follows: (a) The representations and warranties of the SPAC is duly organized set forth in Article V of the Business Combination Agreement are true and in good standing (to the extent applicable) under its jurisdiction of organization and has full power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated herebycorrect. (b) This Agreement Note has been duly and validly authorized, executed and delivered by the SPAC and constitutes a legal, valid and binding obligation of the SPAC is enforceable against the SPAC in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other Laws relating to or affecting the rights of creditors generally, and (ii) principles of equity, whether considered at law or equity. (c) The execution Acquired Shares have been duly authorized and, when issued and delivery delivered to the Noteholders in accordance with the terms of this AgreementNote, the consummation of the transactions contemplated hereby and the performance of its obligations hereunder will not conflict with, or result in any violation of or default under, (i) the certificate of incorporation (as may be amended from time to time) or bylaws of the SPAC, (ii) any agreement, indenture or instrument to which the SPAC is a party or by which the Transferred Shares are bound, or (iii) any law, statute, rule or regulation to which the SPAC is or the Transferred Shares are subject, or any agreement, order, judgment or decree to which the SPAC is or the Transferred Shares are subject. (d) There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the SPAC, threatened against or affecting the SPAC or to the SPAC’s knowledge, any of the SPAC’s officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as such. (e) None of the information conveyed to such Investor in connection with the transactions contemplated by this Agreement will constitute material non-public information of the SPAC upon the effectiveness of the SPAC’s current Registration Statement, as amended. (f) The Transferred Shares upon issuance have been, or will be, duly and validly authorized, and on the date of issuance, the Founder Acquired Shares will be duly and validly issued, fully paid and non-assessable and free will not have been issued in violation of all or subject to any preemptive or similar rightsrights created under the SPAC’s Amended and Restated Certificate of Incorporation, liens, encumbrances and charges with respect to the issue thereof and restrictions on transfer other than restrictions on transfer specified SPAC’s bylaws or under this Agreement, applicable state and federal securities laws and liens or encumbrances created by or imposed by such Investorthe Laws of the State of Delaware. (gd) The Transferred execution, delivery and performance of this Note, including the issuance and sale of the Acquired Shares and the consummation of the transactions contemplated hereby, will be done in accordance with the New York Stock Exchange (“NYSE”) marketplace rules, and (i) will not conflict with or result in a material breach or material violation of any of the terms or provisions of, or constitute a material default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the SPAC or any of its subsidiaries pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, license, lease or any other agreement or instrument to which the SPAC or any of its subsidiaries is a party or by which the SPAC or any of its subsidiaries is bound or to which any of the property or assets of the SPAC is subject, which would have a material adverse effect on the business, properties, assets, liabilities, operations, condition (including financial condition), stockholders’ equity or results of operations of the SPAC (a “SPAC Material Adverse Effect”) or materially affect the validity of the Acquired Shares or the legal authority or ability of the SPAC to perform in all material respects its obligations under the terms of this Note; (ii) result in any violation of the provisions of the organizational documents of the SPAC; or (iii) result in any violation of any statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over the SPAC or any of its properties that would have a SPAC Material Adverse Effect or materially affect the validity of the Acquired Shares or the legal authority or ability of the SPAC to perform in all material respects its obligations under the terms of this Note. (e) Assuming the accuracy of the representations and warranties of the Noteholders, the SPAC is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority, self-regulatory organization or other Person in connection with the execution, delivery and performance by the SPAC of this Note (including the issuance of the Acquired Shares), other than (i) those required to consummate the transactions contemplated by the Business Combination Agreement, (ii) the filing with the U.S. Securities and Exchange Commission (the “Commission”) of a registration statement pursuant to the Registration Rights Agreement attached hereto as Exhibit B, (iii) the filings required by applicable state or federal securities Laws, (iv) any filings or notices required by the NYSE, as applicable, (v) the filing of notification under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, if applicable, and (vi) any consent, waiver, authorization or order of, notice to, or filing or registration, the failure of which to obtain would not be reasonably expected to have, individually or in the aggregate, a SPAC Material Adverse Effect. (f) Assuming the accuracy of the representations and warranties of the Noteholders, in connection with the offer, sale and delivery of the Acquired Shares in the manner contemplated by this Note, it is not necessary to register the Acquired Shares under the Securities Act. The Acquired Shares (i) were not offered by any form of general solicitation or general advertising and (ii) are not convertible into being offered in a manner involving a public offering under, or exchangeable forin a distribution in violation of, either at the election of the holder Securities Act or otherwise, shares of Class A Common Stock at any time prior to completion of a Business Combinationstate securities Laws.

Representations and Warranties of the SPAC. The SPAC hereby represents and warrants to such the Investor, as of the date hereof and as of the closing date of the IPO, as follows: (a) The SPAC is duly organized and in good standing (to under the extent applicable) under its jurisdiction laws of organization the State of Delaware and has full power and authority to carry on its business as presently conducted and as proposed to be conducted and execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. (b) This Agreement has been duly and validly executed and delivered by the SPAC and constitutes a legal, valid and binding obligation of the SPAC enforceable against the SPAC in accordance with its terms. (c) The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the performance of its obligations hereunder will not conflict with, or result in any material violation of or default under, (i) the certificate of incorporation (as may be amended from time to time) or bylaws of the SPAC’s organizational documents, (ii) any agreement, indenture agreement or other instrument to which the SPAC is a party or by which the Transferred Shares are SPAC is bound, or (iii) any lawdecree, order, statute, rule or regulation applicable to which the SPAC is or the Transferred Shares are subject, or any agreement, order, judgment or decree to which the SPAC is or the Transferred Shares are subjectShares. (d) There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the SPAC, threatened against or affecting the SPAC or to the SPAC’s knowledge, any of the SPAC’s officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as such. (e) None of the information conveyed to such the Investor in connection with the transactions contemplated by this the Agreement will constitute material non-public information of the SPAC upon the effectiveness of the SPAC’s current Registration Statement. (e) No governmental, as amendedadministrative or other third-party consents or approvals are required by or with respect to the SPAC in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. (f) The Transferred Shares upon issuance have beenAll information contained in the questionnaires (“Questionnaires”) completed by each of the SPAC’s officers and directors and the Sponsor (collectively, the “Insiders”) and provided to the underwriters and their counsel and the biographies of the Insiders contained in the Registration Statement and prospectus (to the extent a biography is contained) is true and correct and the SPAC has not become aware of any information which would cause the information disclosed in the Questionnaires completed by each Insider to become inaccurate, incorrect or incomplete. There is no action, suit, proceeding, inquiry, arbitration, investigation, litigation or governmental proceeding pending, or will beto the SPAC’s knowledge, duly and validly authorizedassuming reasonable inquiry, and on threatened against or involving the date SPAC or, to the SPAC’s knowledge, assuming reasonable inquiry, any Insider or any stockholder or member of issuancean Insider that has not been disclosed, that is required to be disclosed, in the Registration Statement, the prospectus or the Questionnaires. (g) The Founder Shares will be duly and Shares, when issued to the Sponsor, were validly issued, fully paid and non-assessable assessable, free and free clear of all liens or other restrictions (other than those arising under applicable securities laws or as otherwise disclosed in the Registration Statement) and were not issued in violation of, or subject to, any preemptive or similar rights, liens, encumbrances and charges with respect to the issue thereof and restrictions on transfer other than restrictions on transfer specified under this Agreement, applicable state and federal securities laws and liens or encumbrances created by or imposed by such Investor. (g) The Transferred Shares are not convertible into or exchangeable for, either at the election of the holder or otherwise, shares of Class A Common Stock at any time prior to completion of a Business Combination.

Representations and Warranties of the SPAC. The SPAC hereby represents represents, warrants and warrants covenants to such Investor, as of the date hereof and as of the closing date of the IPO, as follows: (a) The SPAC is duly organized incorporated and in good standing (to validly existing as an exempted company under the extent applicable) under its jurisdiction laws of organization the Cayman Islands and has full power and authority to carry on its business as presently conducted and as proposed to be conducted and to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. Neither the SPAC nor any governmental agency has taken any action to terminate the existence of the SPAC. (b) This Agreement has been duly and validly executed and delivered by the SPAC and constitutes a legal, valid and binding obligation of the SPAC enforceable against the SPAC in accordance with its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws of general applicability affecting the enforcement of creditors' rights and (ii) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (c) The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the performance of its obligations hereunder will not materially conflict with, or result in any material violation of or default under, (i) the certificate of incorporation (as may be amended from time to time) or bylaws of the SPAC’s organizational or governing documents, (ii) any agreement, indenture agreement or other instrument applicable to the Transferred Shares or to which the SPAC is a party or by which the Transferred Shares are SPAC is bound, or (iii) any lawdecree, order, statute, rule or regulation applicable to which the SPAC is or the Transferred Shares are subject, or any agreement, order, judgment or decree to which the SPAC is or the Transferred Shares are subjectShares. (d) No governmental, administrative or other third-party consents or approvals are required by or with respect to the SPAC in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. (e) The Founder Shares, when issued to the Sponsor, were validly issued, fully paid and non-assessable, free and clear of all liens, pledges, security interests, charges, claims, encumbrances, agreements, options, voting trusts, proxies and other arrangements or other restrictions (collectively, “Encumbrances”) (other than those arising under applicable securities laws or as otherwise disclosed in the Investor Presentation) and were not issued in violation of, or subject to, any preemptive or similar rights. (f) The SPAC has complied in all material respects with all applicable laws, including, without limitation, anti-corruption laws and anti-money laundering laws. (g) There is no action, suit, proceeding, inquiry inquiry, arbitration, investigation, litigation or investigation before or by any courtgovernmental proceeding pending (collectively, public boardan “Action”), government agency, self-regulatory organization or body pending or, to the knowledge of the SPAC, threatened against or affecting the SPAC or to the SPAC’s knowledge, assuming reasonable inquiry, threatened against or involving the SPAC or, to the SPAC’s knowledge, assuming reasonable inquiry, any of the SPAC’s officers officers, directors and the Sponsor or directorsany stockholder or member of the Sponsor (collectively, whether of a civil or criminal nature or otherwisethe “Insiders”) that has not been disclosed, which is required to be disclosed, in their capacities the Registration Statement, the final prospectus relating to the units, as suchfiled with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Prospectus”) or the Questionnaires (as defined herein) or which, if determined adversely, would, individually or in the aggregate, have a material adverse effect on the ability of the SPAC to enter into and perform its obligations under this Agreement. (eh) None of the information conveyed All corporate actions required to such Investor in connection with the transactions contemplated be taken by this Agreement will constitute material non-public information of the SPAC upon the effectiveness of the SPAC’s current Registration Statement, as amended. (f) The Transferred Shares upon issuance have been, or will be, duly board of directors and validly authorized, shareholders in order to authorize the SPAC to enter into this Agreement and on the date of issuance, the Founder Shares will be duly and validly issued, fully paid and non-assessable and free of all preemptive or similar rights, liens, encumbrances and charges with respect to the issue thereof and restrictions on transfer other than restrictions on transfer specified under this Agreement, applicable state and federal securities laws and liens or encumbrances created by or imposed by such Investor. (g) The Transferred Shares are not convertible into or exchangeable for, either at the election of the holder or otherwise, shares of Class A Common Stock at any time Ordinary Shares and Transferred Shares has been taken or will be taken prior to completion the closing of the IPO. All action on the part of the shareholders, directors and officers of the SPAC necessary for the execution and delivery of this Agreement, the performance of all obligations of the SPAC under this Agreement to be performed as of the IPO, and the issuance and delivery of the shares of Class A Ordinary Shares and Transferred Shares has been taken or will be taken prior to the closing of the IPO. (i) To the SPAC's knowledge, all information contained in the questionnaires (“Questionnaires”) completed by each Insider and provided to the underwriters and their counsel and the biographies of the Insiders contained in the Registration Statement and the Prospectus (to the extent a Business Combinationbiography is contained) is true and correct in all material respects and the SPAC has not become aware of any information that would cause the information disclosed in the Questionnaires completed by each Insider to become materially inaccurate or incomplete. (j) If Investor acquires the Transferred Shares and shares of Class A Ordinary Shares in accordance with the terms of this Agreement and in accordance with applicable law, it will acquire good and valid title to the Transferred Shares and shares of Class A Ordinary Shares, free and clear of all Encumbrances, equities or claims.

Representations and Warranties of the SPAC. The SPAC hereby represents and warrants to such Investorthe Investors, as follows: (a) The SPAC is duly organized and in good standing (to the extent applicable) under its jurisdiction of organization and has full power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. (b) This Agreement has been duly and validly executed and delivered by the SPAC and constitutes a legal, valid and binding obligation of the SPAC enforceable against the SPAC in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ rights generally or (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. (c) The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the performance by the SPAC of its obligations hereunder will not conflict with, or result in any violation of or default under, (i) the certificate of incorporation (as may be amended from time to time) or bylaws of the SPAC, (ii) any agreement, indenture or instrument to which the SPAC is a party or by which the Transferred Shares are SPAC is bound, or (iii) any law, order, statute, rule or regulation to which the SPAC is or the Transferred Shares are subject, or any agreement, order, judgment or decree to which the SPAC is or the Transferred Shares are subject. (d) There No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to required on the knowledge part of the SPAC, threatened against or affecting SPAC in connection with the SPAC or to the SPAC’s knowledge, any consummation of the SPAC’s officers or directors, whether transactions contemplated by this Agreement (other than effectiveness of a civil or criminal nature or otherwise, the Registration Statement for the offer and sale of Units in their capacities as suchthe IPO). (e) None of the information conveyed to such Investor in connection with the transactions contemplated by this Agreement will constitute material non-public information of the SPAC upon the effectiveness of the SPAC’s current Registration Statement, as amended. (f) The Transferred Shares upon Upon issuance have been, or will be, duly and validly authorizedin accordance with, and on the date of issuancepayment pursuant to, the Founder terms hereof and the Articles, and registration in the register of members of the SPAC, the Transferred Shares will be duly and validly issued, fully paid and non-assessable and free of all preemptive or similar rights, liens, encumbrances and charges with respect to the issue thereof and restrictions on transfer other than restrictions on transfer specified under this Agreement, applicable state and federal securities laws and liens or encumbrances created by or imposed by such Investorassessable. (g) There are no actions, suits, investigations or proceedings pending or threatened against the SPAC which: (i) seek to restrain, enjoin or prevent the consummation of the transactions contemplated by this Agreement or (ii) question the validity or legality of any such transactions or seek to recover damages or to obtain other relief in connection with any such transactions. (h) The Class A Shares issuable upon conversion of the Transferred Shares are not convertible into or exchangeable for, either at the election of the holder or otherwise, shares of Class A Common Stock at any time prior to completion of a Business Combinationhave been duly authorized and reserved for issuance upon such conversion.

Representations and Warranties of the SPAC. The SPAC hereby represents and warrants to such the Investor, as of the date hereof and as of the closing date of the IPO, as follows: (a) The SPAC is duly organized incorporated and validly existing as a corporation in good standing (to under the extent applicable) under its jurisdiction laws of organization the State of Delaware and has full power and authority to carry out its business as presently conducted and as proposed to be conducted, and to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. (b) This Agreement has been duly and validly executed and delivered by the SPAC and constitutes a legal, valid and binding obligation of the SPAC SPAC, enforceable against the SPAC in accordance with its terms, subject to the laws of general application relating to bankruptcy, insolvency and the relief of debtors, and the rules of law governing specific performance, injunctive relief and other equitable remedies (the “Enforceability Exceptions”). (c) The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the performance of its obligations hereunder will not materially conflict with, or result in any material violation of or default under, (i) the certificate of incorporation (as may be amended from time to time) or bylaws of the SPAC’s organizational or governing documents, (ii) any agreementagreement or other instrument applicable to the Transferred Shares, indenture or instrument to which the SPAC is a party or by which the Transferred Shares are SPAC is bound, or (iii) any lawdecree, order, statute, rule or regulation applicable to which the SPAC is or the Transferred Shares are subject, or any agreement, order, judgment or decree to which the SPAC is or the Transferred Shares are subjectShares. (d) No governmental, administrative or other third-party consents or approvals are required by or with respect to the SPAC in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, except those required by applicable law in relation to the IPO. (e) The Transferred Shares were duly authorized and validly issued, fully paid and non-assessable, free and clear of all liens, pledges, security interests, charges, claims, encumbrances, agreements, options, voting trusts, proxies and other arrangements or transfer or other restrictions of any kind (“Encumbrances”), other than those arising under applicable securities laws and as provided in Section 5 below or as otherwise disclosed in the Registration Statement, and were not issued in violation of, or subject to, any preemptive or similar rights. (f) The SPAC’s Amended and Restated Certificate of Incorporation will provide that the Transferred Shares will convert into shares of Class A Common Stock automatically in connection with the consummation of the Business Combination (and will not provide for conversion at the option of the Investor prior to such automatic conversion). (g) There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the SPAC, threatened against or affecting the SPAC or to the SPAC’s knowledge, any of the SPAC’s officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as such. (e) None of the information conveyed to such Investor in connection with the transactions contemplated by this Agreement will constitute material non-public information of the SPAC upon the effectiveness of the SPAC’s current Registration Statement, as amended. (f) The Transferred Shares upon issuance have been, or will be, duly and validly authorized, and on the date of issuance, the Founder Shares will be duly and validly issued, fully paid and non-assessable and free of all preemptive or similar rights, liens, encumbrances and charges with respect to the issue thereof and restrictions on transfer other than restrictions on transfer specified under this Agreement, applicable state and federal securities laws and liens or encumbrances created by or imposed by such Investor. (g) The Transferred Shares are not convertible into or exchangeable for, either at the election of the holder or otherwise, shares of Class A Common Stock at any time prior to completion of a Business Combination.

Representations and Warranties of the SPAC. The SPAC hereby represents and warrants to such InvestorInvestors, as of the date hereof and as of the closing date of the IPO, as follows: (a) The SPAC is duly organized and in good standing (to under the extent applicable) under its jurisdiction laws of organization Cayman Islands and has full power and authority to carry on its business as presently conducted and as proposed to be conducted and execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. (b) This Agreement has been duly and validly executed and delivered by the SPAC and constitutes a legal, valid and binding obligation of the SPAC enforceable against the SPAC in accordance with its terms. (c) The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the performance of its obligations hereunder will not materially conflict with, or result in any material violation of or default under, (i) the certificate of incorporation (as may be amended from time to time) or bylaws of the SPAC’s organizational documents, (ii) any agreement, indenture agreement or other instrument to which the SPAC is a party or by which the Transferred Shares are SPAC is bound, or (iii) any lawdecree, order, statute, rule or regulation applicable to which the SPAC is or the Transferred Shares are subject, or any agreement, order, judgment or decree to which the SPAC is or the Transferred Shares are subjectShares. (d) There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the SPAC, threatened against or affecting the SPAC or to the SPAC’s knowledge, any of the SPAC’s officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as such. (e) None of the information conveyed to such the Investor in connection with the transactions contemplated by this the Agreement will constitute material non-public information of the SPAC upon the effectiveness of the SPAC’s current Registration Statement. (e) No governmental, as amendedadministrative or other third-party consents or approvals are required by or with respect to the SPAC in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. (f) The Transferred Shares upon issuance have beenAll information contained in the questionnaires (“Questionnaires”) completed by each of the SPAC’s officers, directors and the Sponsor (collectively, the “Insiders”) and provided to the underwriters and their counsel and the biographies of the Insiders contained in the Registration Statement and prospectus (to the extent a biography is contained) is true and correct and the SPAC has not become aware of any information which would cause the information disclosed in the Questionnaires completed by each Insider to become inaccurate, incorrect or incomplete. There is no action, suit, proceeding, inquiry, arbitration, investigation, litigation or governmental proceeding pending, or will beto the SPAC’s knowledge, duly and validly authorizedassuming reasonable inquiry, and on threatened against or involving the date SPAC or, to the SPAC’s knowledge, assuming reasonable inquiry, any Insider or any stockholder or member of issuancean Insider that has not been disclosed, that is required to be disclosed, in the Registration Statement, the prospectus or the Questionnaires. (g) The Founder Shares will be duly and Shares, when issued to the Sponsor, were validly issued, fully paid and non-assessable assessable, free and free clear of all liens or other restrictions (other than those arising under applicable securities laws or as otherwise disclosed in the Registration Statement) and were not issued in violation of, or subject to, any preemptive or similar rights, liens, encumbrances and charges with respect to the issue thereof and restrictions on transfer other than restrictions on transfer specified under this Agreement, applicable state and federal securities laws and liens or encumbrances created by or imposed by such Investor. (g) The Transferred Shares are not convertible into or exchangeable for, either at the election of the holder or otherwise, shares of Class A Common Stock at any time prior to completion of a Business Combination.

Representations and Warranties of the SPAC. The SPAC hereby represents and warrants to such InvestorInvestor as of the date hereof and as of the closing date of the IPO, as follows: (a) The SPAC is duly organized and in good standing (to the extent applicable) under its jurisdiction of organization and has full power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. (b) This Agreement has been duly and validly executed and delivered by the SPAC and constitutes a legal, valid and binding obligation of the SPAC enforceable against the SPAC in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and the rules of law governing specific performance, injunctive relief and other equitable remedies (the “Enforceability Exceptions”). (c) The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the performance of its obligations hereunder will not materially conflict with, or result in any material violation of or default under, (i) the certificate of incorporation (as may be amended from time to time) or bylaws any of the SPAC’s organizational documents, (ii) any agreement, indenture agreement or other instrument to which the SPAC is a party or by which the Transferred Shares are SPAC is bound, or (iii) any lawdecree, order, statute, rule or regulation applicable to which the SPAC is or the Transferred Shares are subject, or any agreement, order, judgment or decree to which the SPAC is or the Transferred Shares are subjectSPAC. (d) There is no actionThe Transferred Shares were duly authorized and validly issued, suitfully paid and non-assessable, proceedingfree and clear of all liens, inquiry pledges, security interests, charges, claims, encumbrances, agreements, options, voting trusts, proxies and other arrangements or investigation before transfer or by other restrictions of any courtkind (“Encumbrances”), public board, government agency, self-regulatory organization other than those arising under applicable securities laws and as provided in Section 5 below or body pending or, to the knowledge of the SPAC, threatened against or affecting the SPAC or to as otherwise disclosed in the SPAC’s knowledgeRegistration Statement on Form S-1 for the IPO (the “Registration Statement”), and were not issued in violation of, or subject to, any of the SPAC’s officers preemptive or directors, whether of a civil or criminal nature or otherwise, in their capacities as suchsimilar rights. (e) The SPAC’s memorandum and articles of association shall provide that the Transferred Shares will convert into Class A Shares automatically in connection with the consummation of the Business Combination (and will not provide for conversion at the option of the Investor prior to such automatic conversion). (f) No governmental, administrative or other third party consents or approvals are required, necessary or appropriate on the part of the SPAC in connection with the transactions contemplated by this Agreement. (g) None of the information conveyed to such the Investor in connection with the transactions contemplated by this Agreement will constitute material non-public nonpublic information of the SPAC upon the effectiveness of the SPAC’s current Registration Statement, as amended. (f) The Transferred Shares upon issuance have been, or will be, duly and validly authorized, and on the date of issuance, the Founder Shares will be duly and validly issued, fully paid and non-assessable and free of all preemptive or similar rights, liens, encumbrances and charges with respect to the issue thereof and restrictions on transfer other than restrictions on transfer specified under this Agreement, applicable state and federal securities laws and liens or encumbrances created by or imposed by such Investor. (g) The Transferred Shares are not convertible into or exchangeable for, either at the election of the holder or otherwise, shares of Class A Common Stock at any time prior to completion of a Business Combination.

Representations and Warranties of the SPAC. The SPAC hereby represents and warrants to such Investor, as of the date hereof and as of the closing date of the IPO (except for any representations expressly given as of a specific date), as follows: (a) The SPAC is duly organized and in good standing (to the extent applicable) under its jurisdiction of organization and has full power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. (b) This Agreement has been duly and validly executed and delivered by the SPAC and constitutes a legal, valid and binding obligation of the SPAC enforceable against the SPAC in accordance with its terms. (c) The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the performance of its obligations hereunder will not materially conflict with, or result in any material violation of or default under, (i) the certificate of incorporation (as may be amended from time to time) any agreement or bylaws of the SPAC, (ii) any agreement, indenture or other instrument to which the SPAC is a party or by which the Transferred Shares are SPAC is bound, or (iii) any lawdecree, order, statute, rule or regulation applicable to which the SPAC is or the Transferred Shares are subject, or any agreement, order, judgment or decree to which the SPAC is or the Transferred Shares are subjectSPAC. (d) On the date hereof, after giving pro forma effect to the Sponsor’s intended forfeiture of 750,000 Founder Shares (the “Sponsor Forfeiture”) in connection with the IPO as set forth in the Registration Statement, the authorized share capital of the SPAC consists of: i. 500,000,000 Class A Common Shares. There are currently no Class A Common Shares issued and outstanding on the date hereof. ii. 50,000,000 Founder Shares. After giving pro forma effect to the Sponsor Forfeiture, there are currently 5,000,000 Founder Shares outstanding as of the date hereof. All of the issued and outstanding Founder Shares have been duly authorized, are fully paid and nonassessable and were issued free and clear of all liens, pledges, security interests, charges, claims, encumbrances, agreements, options, voting trusts, proxies and other arrangements or restrictions of any kind (“Encumbrances”), other than those arising under the organizational documents of the SPAC or the Sponsor, those arising under applicable securities laws or as otherwise disclosed in the Registration Statement. The issuance of the Founder Shares was not in violation of the preemptive or other similar rights of any securityholder of the Company, and the sale of the Founder Shares to the Sponsor was exempt from the registration requirements of the Securities Act of 1933 and any other applicable securities laws. iii. 5,000,000 Preference Shares. There are currently no Preference Shares issued and outstanding on the date hereof. (e) There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body (collectively, “actions”) pending or, to the knowledge of the SPAC, threatened against or affecting the SPAC or to the SPAC’s knowledge, any of the SPAC’s officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as such, which, if determined adversely, would, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the SPAC to enter into and perform its obligations under this Agreement. (ef) None none of the information conveyed to such the Investor in connection with the transactions contemplated by this Agreement will constitute material non-public nonpublic information of the SPAC upon the effectiveness of the SPAC’s current Registration Statement, as amended. (fg) The All corporate action required to be taken by the SPAC’s board of directors and shareholders in order to authorize the SPAC to enter into this Agreement and to issue the Class A Ordinary Shares and Transferred Shares upon issuance have been, has been taken or will be, duly and validly authorized, and be taken prior to the IPO. All action on the date part of issuancethe shareholders, directors and officers of the Founder Shares will be duly SPAC necessary for the execution and validly issued, fully paid and non-assessable and free delivery of all preemptive or similar rights, liens, encumbrances and charges with respect to the issue thereof and restrictions on transfer other than restrictions on transfer specified under this Agreement, the performance of all obligations of the SPAC under this Agreement to be performed as of the IPO, and the issuance and delivery of the Class A Ordinary Shares and Transferred Shares has been taken or will be taken prior to the IPO. This Agreement, when executed and delivered by the SPAC, shall constitute the valid and legally binding obligation of the SPAC, enforceable against the SPAC in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies, or (iii) to the extent the indemnification provisions contained in the Registration Rights Agreement (defined below) may be limited by applicable federal or state and federal securities laws and liens or encumbrances created by or imposed by such Investorlaws. (gh) The Transferred Shares are not convertible into SPAC has complied, and will continue to comply, with all applicable laws, including, without limitation, the Anti-Corruption Laws and the Anti-Money Laundering Laws. (i) The SPAC has not, and agrees that it shall not, in connection with the transactions contemplated by this Agreement, or exchangeable forin connection with any other business transactions involving Investor or its subsidiaries, either at make any payment, transfer anything of value, or offer anything of value, directly or indirectly: i. to any governmental official or employee (including employees of a government corporation or public international organization) or to any political party or candidate for public office; or ii. to any other person or entity if such payments or transfers would violate the election laws of the holder country in which made, the laws of the United States, including the trade sanction and economic embargo programs enforced by OFAC or otherwise, shares the laws of Class A Common Stock at any time prior to completion of a Business Combinationother applicable country.

Representations and Warranties of the SPAC. The SPAC hereby represents and warrants to such the Investor, as follows: (a) The SPAC is duly organized and in good standing (to the extent applicable) under its jurisdiction of organization and has full power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. (b) This Agreement has been duly and validly executed and delivered by the SPAC and constitutes a legal, valid and binding obligation of the SPAC enforceable against the SPAC in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ rights generally or (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. (c) The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the performance by the SPAC of its obligations hereunder will not conflict with, or result in any violation of or default under, (i) the certificate of incorporation (as may be amended from time to time) or bylaws of the SPAC, (ii) any agreement, indenture or instrument to which the SPAC is a party or by which the Transferred Shares are SPAC is bound, or (iii) any law, order, statute, rule or regulation to which the SPAC is or the Transferred Shares are subject, or any agreement, order, judgment or decree to which the SPAC is or the Transferred Shares are subject. (d) There No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to required on the knowledge part of the SPAC, threatened against or affecting SPAC in connection with the SPAC or to the SPAC’s knowledge, any consummation of the SPAC’s officers or directors, whether transactions contemplated by this Agreement (other than effectiveness of a civil or criminal nature or otherwise, the Registration Statement for the offer and sale of Units in their capacities as suchthe IPO). (e) None of the information conveyed to such Investor in connection with the transactions contemplated by this Agreement will constitute material non-public information of the SPAC upon the effectiveness of the SPAC’s current Registration Statement, as amended. (f) The Transferred Shares upon Upon issuance have been, or will be, duly and validly authorizedin accordance with, and on the date of issuancepayment pursuant to, the Founder terms hereof and the Articles, and registration in the register of members of the SPAC, the Transferred Shares will be duly and validly issued, fully paid and non-assessable and free of all preemptive or similar rights, liens, encumbrances and charges with respect to the issue thereof and restrictions on transfer other than restrictions on transfer specified under this Agreement, applicable state and federal securities laws and liens or encumbrances created by or imposed by such Investorassessable. (g) There are no actions, suits, investigations or proceedings pending or threatened against the SPAC which: (i) seek to restrain, enjoin or prevent the consummation of the transactions contemplated by this Agreement or (ii) question the validity or legality of any such transactions or seek to recover damages or to obtain other relief in connection with any such transactions. (h) The Class A Shares issuable upon conversion of the Transferred Shares are not convertible into or exchangeable for, either at the election of the holder or otherwise, shares of Class A Common Stock at any time prior to completion of a Business Combinationhave been duly authorized and reserved for issuance upon such conversion.

Representations and Warranties of the SPAC. The SPAC hereby represents and warrants to such Investor, as of the date hereof and as of the closing date of the IPO (except for any representations expressly given as of a specific date), as follows: (a) The SPAC is duly organized and in good standing (to the extent applicable) under its jurisdiction of organization and has full power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. (b) This Agreement has been duly and validly executed and delivered by the SPAC and constitutes a legal, valid and binding obligation of the SPAC enforceable against the SPAC in accordance with its terms. (c) The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the performance of its obligations hereunder will not materially conflict with, or result in any material violation of or default under, (i) the certificate of incorporation (as may be amended from time to time) any agreement or bylaws of the SPAC, (ii) any agreement, indenture or other instrument to which the SPAC is a party or by which the Transferred Shares are SPAC is bound, or (iii) any lawdecree, order, statute, rule or regulation applicable to which the SPAC is or the Transferred Shares are subject, or any agreement, order, judgment or decree to which the SPAC is or the Transferred Shares are subjectSPAC. (d) On the date hereof, after giving pro forma effect to the Sponsor’s intended forfeiture of 2,156,250 Founder Shares (the “Sponsor Forfeiture”) in connection with the IPO as set forth in the Registration Statement, the authorized share capital of the SPAC consists of: i. 200,000,000 shares of Class A Common Stock. There are currently no shares of Class A Common Stock issued and outstanding on the date hereof. ii. 20,000,000 Founder Shares. After giving pro forma effect to the Sponsor Forfeiture, there are currently 4,312,500 Founder Shares outstanding as of the date hereof. All of the issued and outstanding Founder Shares have been duly authorized, are fully paid and nonassessable and were issued free and clear of all liens, pledges, security interests, charges, claims, encumbrances, agreements, options, voting trusts, proxies and other arrangements or restrictions of any kind (“Encumbrances”), other than those arising under the organizational documents of the SPAC or the Sponsor, those arising under applicable securities laws or as otherwise disclosed in the Registration Statement. The issuance of the Founder Shares was not in violation of the preemptive or other similar rights of any securityholder of the Company, and the sale of the Founder Shares to the Sponsor was exempt from the registration requirements of the Securities Act of 1933 and any other applicable securities laws. iii. 1,000,000 shares of Preferred Stock. There are currently no shares of preferred stock issued and outstanding on the date hereof. (e) There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body (collectively, “actions”) pending or, to the knowledge of the SPAC, threatened against or affecting the SPAC or to the SPAC’s knowledge, any of the SPAC’s officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as such, which, if determined adversely, would, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the SPAC to enter into and perform its obligations under this Agreement. (ef) None none of the information conveyed to such the Investor in connection with the transactions contemplated by this Agreement will constitute material non-public nonpublic information of the SPAC upon the effectiveness of the SPAC’s current Registration Statement, as amended. (fg) The All corporate action required to be taken by the SPAC’s board of directors and shareholders in order to authorize the SPAC to enter into this Agreement and to issue the Class A Ordinary Shares and Transferred Shares upon issuance have been, has been taken or will be, duly and validly authorized, and be taken prior to the IPO. All action on the date part of issuancethe shareholders, directors and officers of the Founder Shares will be duly SPAC necessary for the execution and validly issued, fully paid and non-assessable and free delivery of all preemptive or similar rights, liens, encumbrances and charges with respect to the issue thereof and restrictions on transfer other than restrictions on transfer specified under this Agreement, the performance of all obligations of the SPAC under this Agreement to be performed as of the IPO, and the issuance and delivery of the Class A Ordinary Shares and Transferred Shares has been taken or will be taken prior to the IPO. This Agreement, when executed and delivered by the SPAC, shall constitute the valid and legally binding obligation of the SPAC, enforceable against the SPAC in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies, or (iii) to the extent the indemnification provisions contained in the Registration Rights Agreement (defined below) may be limited by applicable federal or state and federal securities laws and liens or encumbrances created by or imposed by such Investorlaws. (gh) The Transferred Shares are not convertible into SPAC has complied, and will continue to comply, with all applicable laws, including, without limitation, the Anti-Corruption Laws and the Anti-Money Laundering Laws. (i) The SPAC has not, and agrees that it shall not, in connection with the transactions contemplated by this Agreement, or exchangeable forin connection with any other business transactions involving Investor or its subsidiaries, either at make any payment, transfer anything of value, or offer anything of value, directly or indirectly: i. to any governmental official or employee (including employees of a government corporation or public international organization) or to any political party or candidate for public office; or ii. to any other person or entity if such payments or transfers would violate the election laws of the holder country in which made, the laws of the United States, including the trade sanction and economic embargo programs enforced by OFAC or otherwise, shares the laws of Class A Common Stock at any time prior to completion of a Business Combinationother applicable country.

Representations and Warranties of the SPAC. The SPAC hereby represents and warrants to such Investor, as of the date hereof and as of the closing date of the IPO, as follows: (a) The SPAC is duly organized and in good standing (to the extent applicable) under its jurisdiction of organization and has full power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. (b) This Agreement has been duly and validly executed and delivered by the SPAC and constitutes a legal, valid and binding obligation of the SPAC enforceable against the SPAC in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and the rules of law governing specific performance, injunctive relief and other equitable remedies (the “Enforceability Exceptions”). (c) The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the performance of its obligations hereunder will not materially conflict with, or result in any material violation of or default under, (i) the certificate of incorporation (as may be amended from time to time) or bylaws any of the SPAC’s organizational documents, (ii) any agreement, indenture agreement or other instrument to which the SPAC is a party or by which the Transferred Shares are SPAC is bound, or (iii) any lawdecree, order, statute, rule or regulation applicable to which the SPAC is or the Transferred SPAC. The Founder Shares have been duly authorized and validly issued and are subject, or any agreement, order, judgment or decree to which the SPAC is or the Transferred Shares are subjectfully paid and non-assessable. (d) There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the SPAC, threatened against or affecting the SPAC or to the SPAC’s knowledge, any of the SPAC’s officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as such. (e) None none of the information conveyed to such the Investor in connection with the transactions contemplated by this Agreement will constitute material non-public information of the SPAC upon the effectiveness of the SPAC’s current Registration Statement, as amended. (f) The Transferred Founder Shares upon issuance have been, or will be, duly and validly authorized, authorized and on the date of issuance, issuance of the Founder Shares will be duly and validly issued, fully paid and non-assessable and free of all preemptive or similar rights, liens, encumbrances and charges with respect to the issue thereof and restrictions on transfer other than restrictions on transfer specified under this Agreement, applicable state and federal securities laws and liens or encumbrances created by or imposed by such Investorthe Investors. (g) The Transferred Shares are not convertible into or exchangeable for, either at the election of the holder or otherwise, shares of Class A Common Stock at any time prior to completion of a Business Combination.