Common use of Waiver of Liquidation Distributions Clause in Contracts

Waiver of Liquidation Distributions. In connection with the Securities purchased pursuant to this Agreement, the Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions of the amounts in the Trust Account with respect to the Securities, whether (i) in connection with the exercise of redemption rights if the Company consummates the Business Combination, (ii) in connection with any tender offer conducted by the Company prior to a Business Combination, (iii) upon the Company’s redemption of Class A Ordinary Shares included in the Units sold in the Company’s IPO upon the Company’s failure to complete the Business Combination within the period provided for in the Company’s amended and restated memorandum and articles of association or (iv) in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association not for the purposes of approving, or in conjunction with the consummation of, a Business Combination (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100% of the Class A Ordinary Shares included in the Units sold in the Company’s IPO if the Company has not consummated a Business Combination within the period provided for in the Company’s amended and restated memorandum and articles of association or (B) with respect to any other material provisions relating to the right of holders of Class A Ordinary Shares or pre-Business Combination activity. In the event that the Subscriber purchases Class A Ordinary Shares as part of the Units in the IPO or in the aftermarket, any additional Class A Ordinary Shares so purchased shall be eligible to receive the redemption value of such Class A Ordinary Shares upon the same terms offered to all other purchasers of Class A Ordinary Shares included as part of the Units in the IPO. Nothing herein shall preclude the Subscriber from making any claim or seeking recourse against the Company’s funds held outside of the Trust Account or seeking to enforce the terms of the Underwriting Agreement.

Waiver of Liquidation Distributions. In connection with the Securities purchased pursuant to this Agreement, the Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions of the amounts in the Trust Account with respect to the Securities, whether (i) in connection with the exercise of redemption rights if the Company consummates the Business Combination, (ii) in connection with any tender offer conducted by the Company prior to a Business Combination, (iii) upon the Company’s redemption of Class A Ordinary Shares included in the Units sold in the Company’s IPO upon the Company’s failure to complete the Business Combination within the period provided for in the Company’s 's amended and restated memorandum and articles of association or (iv) in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association not for the purposes of approving, or in conjunction with the consummation of, a Business Combination (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100% of the Class A Ordinary Shares included in the Units sold in the Company’s IPO if the Company has not consummated a Business Combination within the period provided for in the Company’s 's amended and restated memorandum and articles of association or (B) with respect to any other material provisions relating to the right of holders of Class A Ordinary Shares or pre-Business Combination activity. In the event that the Subscriber purchases Class A Ordinary Shares as part of the Units in the IPO or in the aftermarket, any additional Class A Ordinary Shares so purchased shall be eligible to receive the redemption value of such Class A Ordinary Shares upon the same terms offered to all other purchasers of Class A Ordinary Shares included as part of the Units in the IPO. Nothing herein shall preclude the Subscriber from making any claim or seeking recourse against the Company’s funds held outside of the Trust Account or seeking to enforce the terms of the Underwriting Agreement.

Waiver of Liquidation Distributions. 6.1 In connection with the Securities purchased pursuant to this Agreement, the Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions of the amounts in the Trust Account with respect to the Securities, whether Securities in connection with (i) in connection with the exercise of redemption rights if in connection with the Company consummates Company’s consummation of the Business Combination, or (ii) in connection with any tender offer conducted by the Company prior to a Business Combination, (iii) upon the Company’s redemption of Class A Ordinary Common Shares included in the Units sold in the Company’s IPO upon the Company’s failure to complete consummate the Business Combination within 15 months, which is extendable at the period option of Papaya Growth Opportunity I Sponsor, LLC, the Company’s sponsor (the “Sponsor”), to up to 21 months from the completion of the Company’s initial public offering in accordance with the terms provided for in the Company’s amended and restated memorandum and articles Registration Statement, or the liquidation of association or (iv) in connection with a shareholder vote to approve an amendment the Company prior to the Company’s amended and restated memorandum and articles expiration of association not for such 15 month period, which may be extended to up to 21 months from the purposes of approving, or in conjunction with the consummation of, a Business Combination (A) to modify the substance or timing completion of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100% initial public offering at the option of the Class A Ordinary Shares included Sponsor in accordance with the Units sold in the Company’s IPO if the Company has not consummated a Business Combination within the period terms provided for in the Company’s amended and restated memorandum and articles Registration Statement; provided that nothing herein shall preclude Subscriber from (i) making any claim or seeking recourse against the funds held outside of association or the Trust Account, (Bii) asserting any rights, including any right to redemption, that the Subscriber may have with respect to any other material provisions relating to the right of holders of Class A Ordinary Units or Common Shares or pre-Business Combination activity. In the event that purchased by the Subscriber purchases Class A Ordinary Shares as part of the Units in the IPO or in the aftermarket, any additional Class A Ordinary Shares so purchased shall be eligible to receive the redemption value of such Class A Ordinary Shares aftermarket upon the same terms offered to all other purchasers of Class A Ordinary Shares included as part of the Units in the IPO. Nothing herein shall preclude IPO or Units or Common Shares in the Subscriber from making aftermarket in the event that the Company fails to consummate its Business Combination, (iii) seeking payment of any claim deferred underwriting fee due and payable pursuant to the underwriting agreement for the IPO or seeking recourse against the Company’s funds held outside of the Trust Account or (iv) otherwise seeking to enforce the terms or any of the Underwriting Agreementprovisions of the underwriting agreement. 6.2 The Subscriber acknowledges and agrees that the stockholders of the Company are and shall be third-party beneficiaries of this Section 6. 6.3 The Subscriber agrees that, to the extent any provision of this Section 6 is ineffective as a matter of law, Subscriber has agreed to such provision for the benefit of the Company as an equitable right that shall survive any statutory disqualification or bar that applies to a legal right. The Subscriber acknowledges the receipt and sufficiency of consideration received from the Company hereunder in this regard.

Waiver of Liquidation Distributions. In connection with the Securities purchased pursuant to this Agreement, the Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions of the amounts in the Trust Account with respect to the Securities, whether (i) in connection with the exercise of redemption rights if the Company consummates the Business Combination, (ii) in connection with any tender offer conducted by the Company prior to a Business Combination, (iii) upon the Company’s redemption of Class A Ordinary Shares included in the Units sold in the Company’s IPO upon the Company’s failure to timely complete the Business Combination within the period provided for in the Company’s amended and restated memorandum and articles of association or (iv) in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association not for the purposes of approving, or in conjunction with the consummation of, a Business Combination (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100% of the Class A Ordinary Shares included in the Units sold in the Company’s IPO public shares if the Company has does not consummated a timely complete the Business Combination within the period provided for in the Company’s amended and restated memorandum and articles of association or (B) with respect to any other material provisions provision relating to the right of holders of Class A Ordinary Shares shareholders’ rights or pre-Business Combination activity. In the event that the Subscriber purchases Class A Ordinary Shares as part of the Units in the IPO or in the aftermarket, any additional Class A Ordinary Shares so purchased shall be eligible to receive the redemption value of such Class A Ordinary Shares upon the same terms offered to all other purchasers of Class A Ordinary Shares included as part of the Units in the IPO. Nothing herein shall preclude the Subscriber from making any claim or seeking recourse against the Company’s funds held outside of the Trust Account or seeking to enforce the terms of the Underwriting Agreement.

Waiver of Liquidation Distributions. In connection with the Securities purchased pursuant to this Agreement, the Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions of the amounts in the Trust Account with respect to the Securities, whether Securities in connection with (i) in connection with the exercise of redemption rights if in connection with the Company consummates Company’s consummation of the Business Combination, (ii) in connection with any tender offer conducted by the Company prior to a Business Combination, (iii) upon the Company’s redemption of Class A Ordinary Shares included in the Units sold in the Company’s IPO upon the Company’s failure to complete the Business Combination within the period provided for in the Company’s amended and restated memorandum and articles of association or (iv) in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association not for the purposes of approving, or in conjunction with the consummation of, a Business Combination (A) to that would modify the substance or timing of the Company’s obligation to allow redemption provide holders of the Company’s Ordinary Shares the right to have their shares redeemed in connection with a the Business Combination or to redeem 100% of the Class A Ordinary Public Shares included in the Units sold in the Company’s IPO (as defined below) if the Company has does not consummated complete a Business Combination within twelve (12) months from the completion of the IPO (or within up to eighteen (18) months if the Company extends the period of time to consummate the initial Business Combination up to twice (2) for three (3) months each in accordance with the terms described in its amended and restated memorandum and articles of association) or (B) with respect to any other provision relating to the rights of holders of the Company’s Ordinary Shares or (iii) upon the Company’s redemption of Ordinary Shares upon the Company’s failure to consummate the Business Combination within the prescribed period as provided for in the Company’s amended and restated memorandum and articles of association or (B) with respect to any other material provisions relating to the right of holders of Class A Ordinary Shares or pre-Business Combination activityassociation. In the event that the any Subscriber purchases Class A Ordinary Shares as part of the Units in the IPO or in the aftermarketaftermarket (“Public Shares”), Subscriber hereby waives any additional Class A Ordinary and all right, title, interest or claim of any kind in or to any distributions with respect to any Public Shares so purchased in connection with the exercise of redemption rights in connection with the Company’s consummation of the Business Combination. For the avoidance of doubt, Subscriber shall be eligible to receive the redemption value of such Class A Ordinary redeem any Public Shares upon the same terms offered to all other purchasers of Class A Ordinary Shares included as part of the Units in the IPO. Nothing herein shall preclude IPO in the Subscriber from making any claim event the Company fails to consummate the Business Combination, or seeking recourse against liquidates, within the prescribed period as provided in the Company’s funds held outside amended and restated memorandum and articles of the Trust Account or seeking to enforce the terms of the Underwriting Agreementassociation.

Waiver of Liquidation Distributions. In connection with the Securities purchased pursuant to this Agreement, the Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions of the amounts in the Trust Account with respect to the Securities, whether (i) in connection with the exercise of redemption rights if the Company consummates the Business Combination, (ii) in connection with any tender offer conducted by the Company prior to a Business Combination, (iii) upon the Company’s redemption of Class A Ordinary Shares included in the Units sold in the Company’s IPO upon the Company’s failure to complete the Business Combination within the period provided for in the Company’s amended and restated memorandum and articles of association or (iv) in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association not for the purposes of approving, or in conjunction with the consummation of, a Business Combination (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100% of the Class A Ordinary Shares included in the Units sold in the Company’s IPO if the Company has not consummated a Business Combination within the period provided for in the Company’s amended and restated memorandum and articles of association or (B) with respect to any other material provisions relating to the right rights of holders of Class A Ordinary Shares or pre-Business Combination activity. In the event that the Subscriber purchases Class A Ordinary Shares as part of the Units in the IPO or in the aftermarket, any additional Class A Ordinary Shares so purchased shall be eligible to receive the redemption value of such Class A Ordinary Shares upon the same terms offered to all other purchasers of Class A Ordinary Shares included as part of the Units in the IPO. Nothing herein shall preclude the Subscriber from making any claim or seeking recourse against the Company’s funds held outside of the Trust Account or seeking to enforce the terms of the Underwriting Agreementunderwriting agreement entered into in connection with the IPO.

Waiver of Liquidation Distributions. In connection with the Securities purchased pursuant to this Agreement, the Subscriber Purchaser hereby waives any and all right, title, interest or claim of any kind in or to any distributions of the amounts in the Trust Account with respect to the Securities, whether (i) in connection with the exercise of redemption rights if the Company consummates the Business Combination, (ii) in connection with any tender offer conducted by the Company prior to a Business Combination, (iii) upon the Company’s redemption of Class A Ordinary Shares included in the Units sold in the Company’s IPO upon the Company’s failure to complete the Business Combination within the period provided for in the Company’s 's amended and restated memorandum and articles of association or (iv) in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association not for the purposes of approving, or in conjunction with the consummation of, a Business Combination (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100% of the Class A Ordinary Shares included in the Units sold in the Company’s IPO if the Company has not consummated a Business Combination within the period provided for in the Company’s 's amended and restated memorandum and articles of association or (B) with respect to any other material provisions relating to the right of holders of Class A Ordinary Shares or pre-Business Combination activity. In the event that the Subscriber Purchaser purchases Class A Ordinary Shares as part of the Units in the IPO or in the aftermarket, any additional Class A Ordinary Shares so purchased shall be eligible to receive the redemption value of such Class A Ordinary Shares upon the same terms offered to all other purchasers of Class A Ordinary Shares included as part of the Units in the IPO. Nothing herein shall preclude the Subscriber Purchaser from making any claim or seeking recourse against the Company’s funds held outside of the Trust Account or seeking to enforce the terms of the Underwriting Agreement to be entered into by the Company and the Purchaser as underwriter for the Company’s IPO (the “Underwriting Agreement”).

Waiver of Liquidation Distributions. In connection with the Securities purchased pursuant to this Agreement, the Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions of the amounts in the Trust Account with respect to the Securities, whether Securities in connection with (i) in connection with the exercise of redemption rights if in connection with the Company consummates Company’s consummation of the Business Combination, , (ii) in connection with any tender offer conducted by the Company prior to a Business Combination, (iii) upon the Company’s redemption of Class A Ordinary Shares included in the Units sold in the Company’s IPO upon the Company’s failure to complete the Business Combination within the period provided for in the Company’s amended and restated memorandum and articles of association or (iv) in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association not for the purposes of approving, or in conjunction with the consummation of, a Business Combination (A) to that would modify the substance or timing of the Company’s obligation to allow redemption provide holders of the Company’s Class A ordinary shares the right to have their shares redeemed in connection with a the Business Combination or to redeem 100% of the Class A Ordinary Public Shares included in the Units sold in the Company’s IPO (as defined below) if the Company has does not consummated complete a Business Combination within eighteen (18) months from the completion of the IPO (or within twenty-four (24) months if the Company extends the period provided for of time to consummate the initial Business Combination in accordance with the Company’s terms described in its amended and restated memorandum and articles of association association) or (B) with respect to any other material provisions provision relating to the right rights of holders of the Company’s Class A Ordinary Shares ordinary shares or pre-(iii) upon the Company’s redemption of Class A ordinary shares upon the Company’s failure to consummate the Business Combination activitywithin eighteen (18) months (or within twenty-four (24) months if the Company extends the period of time to consummate the initial Business Combination). In the event that the any Subscriber purchases Class A Ordinary Shares as part of the Units ordinary shares in the IPO or in the aftermarketaftermarket (“Public Shares”), Subscriber hereby waives any additional Class A Ordinary and all right, title, interest or claim of any kind in or to any distributions with respect to any Public Shares so purchased in connection with the exercise of redemption rights in connection with the Company’s consummation of the Business Combination. For the avoidance of doubt, Subscriber shall be eligible to receive the redemption value of such Class A Ordinary redeem any Public Shares upon the same terms offered to all other purchasers of Class A Ordinary Shares included as part ordinary shares in the IPO in the event the Company fails to consummate the Business Combination, or liquidates, within eighteen (18) months (or within twenty-four (24) months if the Company extends the period of time to consummate the initial Business Combination from the completion of the Units in the IPO. Nothing herein shall preclude the Subscriber from making any claim or seeking recourse against the Company’s funds held outside of the Trust Account or seeking to enforce the terms of the Underwriting Agreement.

Waiver of Liquidation Distributions. In connection with the Securities purchased pursuant to this Agreement, the Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions of the amounts in the Trust Account with respect to the Securities, whether (i) in connection with the exercise of redemption rights if the Company consummates the Business Combination, (ii) in connection with any tender offer conducted by the Company prior to a Business Combination, (iii) upon the Company’s redemption of Class A Ordinary Shares included in the Units sold in the Company’s IPO upon the Company’s failure to timely complete the Business Combination within the period provided for in the Company’s amended and restated memorandum and articles of association or (iv) in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association not for the purposes of approving, or in conjunction with the consummation of, a Business Combination (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100% of the Class A Ordinary Shares included in the Units sold in the Company’s IPO public shares if the Company has does not consummated a timely complete the Business Combination within the period provided for in the Company’s amended and restated memorandum and articles of association or (B) with respect to any other material provisions provision relating to the right of holders of Class A Ordinary Shares shareholders’ rights or pre-Business Combination activity. In the event that the Subscriber purchases purchase Class A Ordinary Shares as part of the Units in the IPO or in the aftermarket, any additional Class A Ordinary Shares so purchased shall be eligible to receive the redemption value of such Class A Ordinary Shares upon the same terms offered to all other purchasers of Class A Ordinary Shares included as part of the Units in the IPO. Nothing herein shall preclude the Subscriber from making any claim or seeking recourse against the Company’s funds held outside of the Trust Account or seeking to enforce the terms of the Underwriting Agreement.

Waiver of Liquidation Distributions. In connection with the Securities purchased pursuant to this Agreement, the Subscriber Subscribers hereby waives waive any and all right, title, interest or claim of any kind in or to any distributions of the amounts in the Trust Account with respect to the Securities, whether (i) in connection with the exercise of redemption rights if the Company consummates the Business Combination, (ii) in connection with any tender offer conducted by the Company prior to a Business Combination, (iii) upon the Company’s redemption of Class A Ordinary Shares included in the Units sold in the Company’s IPO upon the Company’s failure to timely complete the Business Combination within the period provided for in the Company’s amended and restated memorandum and articles of association or (iv) in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association not for the purposes of approving, or in conjunction with the consummation of, a Business Combination (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100% of the Class A Ordinary Shares included in the Units sold in the Company’s IPO public shares if the Company has does not consummated a timely complete the Business Combination within the period provided for in the Company’s amended and restated memorandum and articles of association or (B) with respect to any other material provisions provision relating to the right of holders of Class A Ordinary Shares shareholders’ rights or pre-Business Combination activity. In the event that the Subscriber purchases Class A Subscribers purchase Units or Ordinary Shares as part of the Units in the IPO or in the aftermarket, any additional Class A Ordinary Shares so purchased shall not be subject to any restrictions set forth herein with respect to the Securities (except as required by applicable law), and shall be eligible to receive the redemption value of such Class A Ordinary Shares upon the same terms offered to all other purchasers of Class A Ordinary Shares included as part of the Units in the IPOIPO or Units or Ordinary Shares in the aftermarket in the event the Company fails to consummate the Business Combination. Nothing herein shall preclude the either Subscriber from making any claim or seeking recourse against the Company’s funds held outside of the Trust Account or seeking to enforce the terms of the Underwriting Agreement.

Waiver of Liquidation Distributions. In connection with the Securities purchased pursuant to this Agreement, the Subscriber Subscribers hereby waives waive any and all right, title, interest or claim of any kind in or to any distributions of the amounts in the Trust Account with respect to the Securities, whether (i) in connection with the exercise of redemption rights if the Company consummates the Business Combination, (ii) in connection with any tender offer conducted by the Company prior to a Business Combination, (iii) upon the Company’s redemption of shares of Class A Ordinary Shares Common Stock included in the Units sold in the Company’s IPO upon the Company’s failure to timely complete the Business Combination within the period provided for in the Company’s amended and restated memorandum and articles of association or (iv) in connection with a shareholder stockholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association not for the purposes of approving, or in conjunction with the consummation of, a Business Combination certificate if incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100% of the Class A Ordinary Shares included in the Units sold in the Company’s IPO public shares if the Company has does not consummated a timely complete the Business Combination within the period provided for in the Company’s amended and restated memorandum and articles of association or (B) with respect to any other material provisions provision relating to the right of holders of Class A Ordinary Shares stockholders’ rights or pre-Business Combination activity. In the event that the Subscriber purchases Subscribers purchase shares of Class A Ordinary Shares Common Stock as part of the Units in the IPO or in the aftermarket, any additional share of Class A Ordinary Shares Common Stock so purchased shall be eligible to receive the redemption value of such shares of Class A Ordinary Shares Common Stock upon the same terms offered to all other purchasers of shares of Class A Ordinary Shares common Stock included as part of the Units in the IPO. Nothing herein shall preclude the Subscriber Subscribers from making any claim or seeking recourse against the Company’s funds held outside of the Trust Account or seeking to enforce the terms of the Underwriting Agreement.

Waiver of Liquidation Distributions. In connection with the Securities purchased pursuant to this Agreement, the each Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions of the amounts in the Trust Account with respect to the Securities, whether (i) in connection with the exercise of redemption rights if the Company consummates the Business Combination, (ii) in connection with any tender offer conducted by the Company prior to a Business Combination, (iii) upon the Company’s redemption of Class A Ordinary Shares included in the Units sold in the Company’s IPO upon the Company’s failure to complete the Business Combination within the period provided for in the Company’s amended and restated memorandum and articles of association or (iv) in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association not for the purposes of approving, or in conjunction with the consummation of, a Business Combination (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100% of the Class A Ordinary Shares included in the Units sold in the Company’s IPO if the Company has not consummated a Business Combination within the period provided for in the Company’s amended and restated memorandum and articles of association or (B) with respect to any other material provisions relating to the right of holders of Class A Ordinary Shares or pre-Business Combination activity. In the event that the either Subscriber purchases Class A Ordinary Shares as part of the Units in the IPO or in the aftermarket, any additional Class A Ordinary Shares so purchased shall be eligible to receive the redemption value of such Class A Ordinary Shares upon the same terms offered to all other purchasers of Class A Ordinary Shares included as part of the Units in the IPO. Nothing herein shall preclude the either Subscriber from making any claim or seeking recourse against the Company’s funds held outside of the Trust Account or seeking to enforce the terms of the Underwriting Agreementunderwriting agreement, dated [__], 2024, by and between the Company and BTIG, acting as representative of the underwriters of the IPO.

Waiver of Liquidation Distributions. In connection with the Securities purchased pursuant to this Agreement, the Subscriber Investor hereby waives any and all right, title, interest or claim of any kind in or to any distributions of the amounts in the trust account (the “Trust Account Account”) at a financial institution to be chosen by the SPAC, maintained by Continental Stock Transfer & Trust Company, acting as trustee (“Continental”) solely with respect to the Securities, whether (i) in connection with the exercise of redemption rights if the Company SPAC consummates the Business Combination, (ii) in connection with any tender offer conducted by the Company SPAC prior to a Business Combination, (iii) upon the CompanySPAC’s redemption of Class A Ordinary Shares included in the Units sold in the CompanySPAC’s IPO upon the CompanySPAC’s failure to timely complete the Business Combination within the period provided for in the Company’s amended and restated memorandum and articles of association or (iv) in connection with a shareholder vote to approve an amendment to the CompanySPAC’s amended and restated memorandum and articles certificate of association not for the purposes of approvingincorporation, or in conjunction with the consummation of, a Business Combination (A) to modify the substance or timing of the CompanySPAC’s obligation to allow redemption in connection with a Business Combination or to redeem 100% of the Class A Ordinary Shares included in the Units sold in the CompanySPAC’s IPO public shares if the Company has SPAC does not consummated a timely complete the Business Combination within the period provided for in the Company’s amended and restated memorandum and articles of association or (B) with respect to any other material provisions provision relating to the right of holders of Class A Ordinary Shares shareholders’ rights or pre-Business Combination activity. In the event that the Subscriber any Investor purchases Class A Ordinary Shares as part of the Units in the IPO or in the aftermarket, any additional Class A Ordinary Shares shares so purchased shall be eligible to receive the redemption value of such Class A Ordinary Shares upon the same terms offered to all other purchasers of Class A Ordinary Shares included as part of the Units in the IPO. Nothing herein , including but not limited to, in the event the SPAC fails to consummate the Business Combination and it is acknowledged that the waiver shall preclude the Subscriber from making not apply with respect to any claim or seeking recourse against the Company’s funds held outside of the Trust Account or seeking to enforce the terms of the Underwriting Agreementsuch Class A Ordinary Shares.

Waiver of Liquidation Distributions. In connection with the Securities purchased pursuant to this Agreement, the Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions of the amounts in the Trust Account with respect to the Securities, whether (i) in connection with the exercise of redemption rights if the Company consummates the Business Combination, (ii) in connection with any tender offer conducted by the Company prior to a Business Combination, (iii) upon the Company’s redemption of Class A Ordinary Shares included in the Units sold in the Company’s IPO upon the Company’s failure to complete the Business Combination within the period provided for in the Company’s 's amended and restated memorandum and articles of association or (iv) in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association not for the purposes of approving, or in conjunction with the consummation of, a Business Combination (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100% of the Class A Ordinary Shares included in the Units sold in the Company’s IPO if the Company has not consummated a Business Combination within the period provided for in the Company’s 's amended and restated memorandum and articles of association or (B) with respect to any other material provisions relating to the right rights of holders of Class A Ordinary Shares or pre-Business Combination activity. In the event that the Subscriber purchases Class A Ordinary Shares as part of the Units in the IPO or in the aftermarket, any additional Class A Ordinary Shares so purchased shall be eligible to receive the redemption value of such Class A Ordinary Shares upon the same terms offered to all other purchasers of Class A Ordinary Shares included as part of the Units in the IPO. Nothing herein shall preclude the Subscriber from making any claim or seeking recourse against the Company’s funds held outside of the Trust Account or seeking to enforce the terms of the Underwriting Agreement.

Waiver of Liquidation Distributions. In connection with the Securities purchased pursuant to this Agreement, the Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions of the amounts in the Trust Account with respect to the Securities, whether (i) in connection with the exercise of redemption rights if the Company consummates the Business Combination, (ii) in connection with any tender offer conducted by the Company prior to a Business Combination, (iii) upon the Company’s redemption of Class A Ordinary Shares included in the Units sold in the Company’s IPO upon the Company’s failure to complete the Business Combination within the period provided for in the Company’s 's amended and restated memorandum and articles of association or (iv) in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association not for the purposes of approving, or in conjunction with the consummation of, a Business Combination (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100% of the Class A Ordinary Shares included in the Units sold in the Company’s IPO if the Company has not consummated a Business Combination within the period provided for in the Company’s 's amended and restated memorandum and articles of association or (B) with respect to any other material provisions relating to the right of holders of Class A Ordinary Shares or pre-Business Combination activity. In the event that the Subscriber purchases Class A Ordinary Shares as part of the Units in the IPO or in the aftermarket, any additional Class A Ordinary Shares so purchased shall be eligible to receive the redemption value of such Class A Ordinary Shares upon the same terms offered to all other purchasers of Class A Ordinary Shares included as part of the Units in the IPO. Nothing herein shall preclude the Subscriber from making any claim or seeking recourse against the Company’s funds held outside of the Trust Account or seeking to enforce the terms of the Underwriting Agreementunderwriting agreement, dated December 12, 2024, by and between the Company and the Subscriber, acting as representative of the underwriters of the IPO.

Waiver of Liquidation Distributions. In connection with the Securities purchased pursuant to this Agreement, the Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions of the amounts in the Trust Account with respect to the Securities, whether (i) in connection with the exercise of redemption rights if the Company consummates the Business Combination, (ii) in connection with any tender offer conducted by the Company prior to a Business Combination, (iii) upon the Company’s redemption of Class A Ordinary Shares included in the Units sold in the Company’s IPO upon the Company’s failure to complete the Business Combination within the period provided for in the Company’s 's amended and restated memorandum and articles of association or (iv) in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association not for the purposes of approving, or in conjunction with the consummation of, a Business Combination (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100% of the Class A Ordinary Shares included in the Units sold in the Company’s IPO if the Company has not consummated a Business Combination within the period provided for in the Company’s 's amended and restated memorandum and articles of association or (B) with respect to any other material provisions relating to the right of holders of Class A Ordinary Shares or pre-Business Combination activity. In the event that the Subscriber purchases Class A Ordinary Shares as part of the Units in the IPO or in the aftermarket, any additional Class A Ordinary Shares so purchased shall be eligible to receive the redemption value of such Class A Ordinary Shares upon the same terms offered to all other purchasers of Class A Ordinary Shares included as part of the Units in the IPO. Nothing herein shall preclude the Subscriber from making any claim or seeking recourse against the Company’s funds held outside of the Trust Account or seeking to enforce the terms of the Underwriting Agreementunderwriting agreement, dated [__], 2024, by and between the Company and the Subscriber, acting as representative of the underwriters of the IPO.

Waiver of Liquidation Distributions. In connection with the Securities purchased pursuant to this Agreement, each of the Subscriber Subscribers hereby waives any and all right, title, interest or claim of any kind in or to any distributions of the amounts in the Trust Account with respect to the Securities, whether (i) in connection with the exercise of redemption rights if the Company consummates the Business Combination, (ii) in connection with any tender offer conducted by the Company prior to a Business Combination, (iii) upon the Company’s redemption of Class A Ordinary Shares included in the Units sold in the Company’s IPO upon the Company’s failure to complete the Business Combination within the period provided for in the Company’s 's amended and restated memorandum and articles of association or (iv) in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association not for the purposes of approving, or in conjunction with the consummation of, a Business Combination (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100% of the Class A Ordinary Shares included in the Units sold in the Company’s IPO if the Company has not consummated a Business Combination within the period provided for in the Company’s 's amended and restated memorandum and articles of association or (B) with respect to any other material provisions relating to the right rights of holders of Class A Ordinary Shares or pre-Business Combination activity. In the event that the Subscriber purchases Subscribers purchase Class A Ordinary Shares as part of the Units in the IPO or in the aftermarket, any additional Class A Ordinary Shares so purchased shall be eligible to receive the redemption value of such Class A Ordinary Shares upon the same terms offered to all other purchasers of Class A Ordinary Shares included as part of the Units in the IPO. Nothing herein shall preclude the Subscriber Subscribers from making any claim or seeking recourse against the Company’s funds held outside of the Trust Account or seeking to enforce the terms of the Underwriting Agreement.

Waiver of Liquidation Distributions. In connection with the Securities purchased pursuant to this Agreement, the Subscriber Purchaser hereby waives any and all right, title, interest or claim of any kind in or to any distributions of the amounts in the Trust Account with respect to the Securities, whether (i) in connection with the exercise of redemption rights if the Company consummates the Business Combination, (ii) in connection with any tender offer conducted by the Company prior to a Business Combination, (iii) upon the Company’s redemption of Class A Ordinary Shares included in the Units sold in the Company’s IPO upon the Company’s failure to complete the Business Combination within the period provided for in the Company’s amended and restated memorandum and articles of association or (iv) in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association not for the purposes of approving, or in conjunction with the consummation of, a Business Combination (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100% of the Class A Ordinary Shares included in the Units sold in the Company’s IPO if the Company has not consummated a Business Combination within the period provided for in the Company’s amended and restated memorandum and articles of association or (B) with respect to any other material provisions relating to the right of holders of Class A Ordinary Shares or pre-Business Combination activity. In the event that the Subscriber Purchaser purchases Class A Ordinary Shares as part of the Units in the IPO or in the aftermarket, any additional Class A Ordinary Shares so purchased shall be eligible to receive the redemption value of such Class A Ordinary Shares upon the same terms offered to all other purchasers of Class A Ordinary Shares included as part of the Units in the IPO. Nothing herein shall preclude the Subscriber Purchaser from making any claim or seeking recourse against the Company’s funds held outside of the Trust Account or seeking to enforce the terms of the Underwriting Agreement to be entered into by the Company and the Purchaser as underwriter for the Company’s IPO (the “Underwriting Agreement”).