Common use of Warrant Private Placement Clause in Contracts

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor and the Representative will purchase from the Company pursuant to the Purchase Agreements (as defined in Section 2.21.2 hereof), an aggregate of 12,250,000 warrants (9,750,000 warrants to be purchased by the Sponsor and 2,500,000 warrants to be purchased by the Representative), which warrants are substantially identical to the Warrants, subject to certain exceptions (the “Placement Warrants”) at a purchase price of $1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Sponsor Purchase Agreement, up to an additional 750,000 Placement Warrants, at a purchase price of $1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Placement Warrants (or underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor, the Representative or their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to Rule 5110(e)(1) of the FINRA Manual. Accordingly, the Placement Warrants and the underlying Ordinary Shares may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, associated persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period.

Warrant Private Placement. Simultaneously with the Closing DateClosing, the Sponsor (and/or its designees) and the Representative I-Bankers Securities, Inc. will separately purchase from the Company pursuant to the Warrants Purchase Agreements Agreement (as defined in Section 2.21.2 hereof), below) an aggregate of 12,250,000 7,300,000 warrants of the Company (9,750,000 warrants to be purchased by the Sponsor and 2,500,000 warrants to be purchased by the Representative)collectively, which warrants are substantially identical to the Warrants, subject to certain exceptions (the “Placement Warrants”) at a purchase price of $1.00 per Placement Warrant in a private placement intended to be exempt from registration under (the Act pursuant to Section 4(a)(2“Warrant Private Placement”) of the Act. Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Sponsor Purchase Agreement, up to an additional 750,000 Placement Warrants, at a purchase price of $1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement Placement Warrants and the securities underlying the Placement Warrants are hereinafter referred to collectively as the “Placement Securities.” The Placement Warrants shall be identical to the Warrants sold in the Offering except that the warrants included in the Placement Warrants shall be (x) non-redeemable by the Company, and (y) may be exercised for cash or on a cashless basis, in each case so long as the warrants continue to be held by the initial purchasers of the Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Placement Warrants (or underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor, the Representative or their permitted transferees until thirty (30) days after consummation provided, that if the Placement Warrants are not held by holders other than the initial purchasers or any of their permitted transferees, the Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Warrants included in the Firm Units being sold in this Offering). There will be no placement agent in the Warrant Private Placement and no party shall be entitled to a Business Combination. Certain proceeds placement fee or expense allowance from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to Rule 5110(e)(1) of the FINRA Manual. Accordingly, the Placement Warrants and the underlying Ordinary Shares may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, associated persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time periodSecurities.

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor and the Representative will purchase from the Company pursuant to the Purchase Agreements (as defined in Section 2.21.2 hereof), an aggregate of 12,250,000 4,533,333 warrants (9,750,000 3,777,778 warrants to be purchased by the Sponsor and 2,500,000 755,555 warrants to be purchased by the Representative), which warrants are substantially identical to the Warrants, Warrants included in the Firm Units subject to certain exceptions (the “Placement Warrants”) at a purchase price of $1.00 1.50 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the Sponsor and Representative will purchase from the Company pursuant to the Sponsor Purchase AgreementAgreements, up to an additional 750,000 480,000 Placement WarrantsWarrants (400,000 Placement Warrants to be purchased by the Sponsor and 80,000 Placement Warrants to be purchased by the Representative), at a purchase price of $1.00 1.50 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Placement Warrants (or underlying Ordinary Sharesshares of Common Stock) may be sold, assigned or transferred by the Sponsor, the Representative Sponsor or their its permitted transferees until thirty (30) days after consummation of a Business Combination. Certain The proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to Rule 5110(e)(1) of the FINRA Manual. Accordingly, the Placement Warrants and the underlying Ordinary Shares may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, associated persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period.

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor Sponsor, Representative, and the Representative Xxxxx & Company, a division of J.V.B. Financial Group, LLC (“CCM”) will purchase from the Company pursuant to the Purchase Agreements (as defined in Section 2.21.2 hereof), ) an aggregate of 12,250,000 5,500,000 warrants (9,750,000 4,500,000 warrants to be purchased by the Sponsor and 2,500,000 Sponsor, 700,000 warrants to be purchased by the Representative)Representative and 300,000 warrants to be purchased by CCM) , which warrants are substantially identical to the Warrants, warrants underlying the Firm Units subject to certain exceptions (the “Placement Warrants”) at a purchase price of $1.00 1.25 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the Sponsor Sponsor, the Underwriters and CCM will purchase from the Company pursuant to the Sponsor Purchase AgreementAgreements, up to an additional 750,000 600,000 Placement WarrantsWarrants (450,000 warrants to be purchased by the Sponsor, 105,000 warrants to be purchased by the Representative and 45,000 warrants to be purchased by CCM), at a purchase price of $1.00 1.25 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Placement Warrants (or underlying nor the Ordinary Shares) Shares issuable upon exercise of the Placement Warrants may be sold, assigned or transferred by the Sponsor, the Representative Representative, CCM or their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to Rule 5110(e)(1) of the FINRA Manual. Accordingly, the Placement Warrants and the underlying Ordinary Shares may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, associated persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period.

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor and the Representative Underwriters will purchase from the Company pursuant to the Purchase Agreements (as defined in Section 2.21.2 hereof), ) an aggregate of 12,250,000 7,000,000 warrants (9,750,000 7,750,000 warrants to be purchased by if the Sponsor and 2,500,000 warrants to be purchased by the Representative), over-allotment option is exercised in full) which warrants are substantially identical to the Warrants, Warrants subject to certain exceptions (collectively, the “Placement Warrants”) at a purchase price of $1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. Simultaneously with Of those 7,000,000 warrants (or 7,500,000 warrants if the Over-allotment Option Closing Date (if anyis exercised in full), the Sponsor will has agreed to purchase from 6,000,000 warrants (or 6,600,000 warrants if the Company pursuant Over-allotment Option is exercised in full) and the Underwriters have agreed to purchase 1,000,000 warrants (or 1,150,000 warrants if the Sponsor Purchase Agreement, up to an additional 750,000 Placement Warrants, at a purchase price of $1.00 per Placement Warrant Over-allotment option is exercised in a private placement intended to be exempt from registration under full) in the Act pursuant to Section 4(a)(2) of the Actaggregate. The private placement of the Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Placement Warrants (or underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor, the Representative or their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative Representative, on behalf of the Underwriters, acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares Common Stock will be deemed compensation by the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1) of the FINRA Manual). Accordingly, the Placement Warrants and the underlying Ordinary Shares Common Stock may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, associated registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period.

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor and the Representative Underwriters will purchase from the Company pursuant to the Purchase Agreements (as defined in Section 2.21.2 hereof), an aggregate of 12,250,000 8,700,000 warrants (9,750,000 7,500,000 warrants to be purchased by the Sponsor and 2,500,000 1,200,000 warrants to be purchased by the Representative)Underwriters, which warrants are substantially identical based on the Underwriters’ pro rata portions of the number of Firm Units to the Warrants, subject to certain exceptions be purchased on Schedule A herein) (the “Placement Warrants”) at a purchase price of $1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant which warrants are identical to the Sponsor Purchase Agreement, up Warrants included in the Firm Units subject to an additional 750,000 Placement Warrants, certain exceptions at a purchase price of $1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Placement Warrants (or underlying Ordinary Sharesshares of Common Stock) may be sold, assigned or transferred by the Sponsor, the Representative Underwriters or their permitted transferees until thirty (30) days after consummation of a the Business Combination. Certain The proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative Representative, on behalf of the Underwriters, acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares Common Stock will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1) of the FINRA Manual). Accordingly, the Placement Warrants and the underlying Ordinary Shares Common Stock may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, associated registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period.

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor and the Representative will purchase from the Company pursuant to the Purchase Agreements Agreement (as defined in Section 2.21.2 hereof), an aggregate 4,500,000 private placement warrants, each exercisable to purchase one share of 12,250,000 warrants (9,750,000 warrants to be purchased by the Sponsor and 2,500,000 warrants to be purchased by the Representative)our Class A common stock at $11.50 per share, which warrants are substantially identical to the Warrants, subject to certain exceptions (the “Placement Warrants”) at a purchase price of $1.00 1.50 per warrant (the “Private Placement Warrants”) in a private placement intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act, in order for the Trust Account to equal the product of (i) the number of Firm Units sold and (ii) $10.00. Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Purchase Agreement, up to an additional 500,000 Private Placement Warrants at a purchase price of $1.50 per Private Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. Simultaneously with Act (the “Option Closing Date (if anyPrivate Placement Warrants”), in order for the Sponsor will purchase from Trust Account to equal the Company pursuant to product of (i) the Sponsor Purchase Agreement, up to an additional 750,000 Placement Warrants, at a purchase price number of Units sold and (ii) $1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act10.00. The private placement of the Private Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Private Placement Warrants (or nor the underlying Ordinary Shares) shares of Common Stock may be sold, assigned or transferred by the Sponsor, the Representative Sponsor or their its permitted transferees until thirty (30) 30 days after consummation of a Business Combination. Certain $5,750,000 of the proceeds from the sale of the Private Placement Warrants and all of the proceeds from the sale of the Option Private Placement Warrants, if any, shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to Rule 5110(e)(1) of the FINRA Manual. Accordingly, the Placement Warrants and the underlying Ordinary Shares may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result Account in the effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, associated persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction order for the remainder Trust Account to equal the product of (i) the time periodnumber of Units sold and (ii) $10.00.

Warrant Private Placement. Simultaneously with On or prior to the Closing Date, the Sponsor and (and/or its designees) will purchase from the Representative Company pursuant to a Sponsor Warrant Purchase Agreement (as defined in Section 2.21.2 below) an aggregate of 3,562,750 warrants of the Company, which warrants are identical to the Warrants subject to certain exceptions (collectively, the “Placement Warrants”), at a purchase price of $1.00 per Placement Warrant in a private placement (the “Warrant Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act or another available exemption. The terms of the Placement Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Sponsor Warrant Purchase Agreements (as defined in Section 2.21.2 hereof)Agreement, up to an aggregate of 12,250,000 warrants (9,750,000 warrants to be purchased by the Sponsor and 2,500,000 warrants to be purchased by the Representative), which warrants are substantially identical to the Warrants, subject to certain exceptions (the “additional 337,500 Placement Warrants”) Warrants at a purchase price of $1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the ActAct or another available exemption. Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Sponsor Purchase Agreement, up to an additional 750,000 Placement Warrants, at a purchase price of $1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Placement Warrants (or underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor, the Representative Sponsor or their permitted its transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from The purchase price for the sale Placement Warrants to be paid by the Sponsor has been delivered to CST or counsel to the Company or the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be. The Placement Warrants and the shares of Common Stock issuable upon exercise of the Placement Warrants shall are hereinafter referred to collectively as the “Placement Securities.” No underwriting discounts, commissions, or placement fees have been or will be deposited into payable in connection with the Trust AccountPlacement Securities sold in the Warrant Private Placement. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to Rule 5110(e)(1) of the FINRA Manual. AccordinglyPublic Securities, the Placement Warrants Securities, the Representative Shares and the underlying Ordinary Founder Shares may not be sold, transferred, assigned, pledged or hypothecated nor may they be are hereinafter referred to collectively as the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, associated persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period“Securities.”

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor and the Representative will purchase from the Company pursuant to the Purchase Agreements (as defined in Section 2.21.2 hereof), ) an aggregate of 12,250,000 7,630,000 warrants (9,750,000 or up to 8,230,000 warrants to be if the Underwriters exercise their Over-allotment Option in full), which consists of 6,630,000 warrants purchased by the Sponsor (or 7,230,000 warrants if the Underwriters exercise their Over-allotment Option in full) and 2,500,000 1,000,000 warrants to be purchased by the Representative), regardless of whether the Underwriters exercise their Over-allotment Option, which warrants are substantially identical to the Warrants, warrants included in the Firm Units subject to certain exceptions (the “Placement Warrants”) at a purchase price of $1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Sponsor Purchase Agreement, up to an additional 750,000 Placement Warrants, at a purchase price of $1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Placement Warrants (or the underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor, the Representative Sponsors or their its permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares Common Stock will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1) of the FINRA Manual). Accordingly, the Placement Warrants and the underlying Ordinary Shares Common Stock may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, associated registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period.

Warrant Private Placement. Simultaneously with On the Closing Date, the Sponsor and (and/or its designees) will purchase from the Representative Company pursuant to a Sponsor Warrant Purchase Agreement (as defined in Section 2.21.2 below) an aggregate of 5,050,000 warrants of the Company (the “Placement Warrants”), at a purchase price of $1.00 per Placement Warrant in a private placement (the “Warrant Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act or another available exemption. The material terms of the Placement Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Sponsor Warrant Purchase Agreements (as defined in Section 2.21.2 hereof)Agreement, up to an aggregate of 12,250,000 warrants (9,750,000 warrants to be purchased by the Sponsor and 2,500,000 warrants to be purchased by the Representative), which warrants are substantially identical to the Warrants, subject to certain exceptions (the “additional 450,000 Placement Warrants”) Warrants at a purchase price of $1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the ActAct or another available exemption. Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Sponsor Purchase Agreement, up to an additional 750,000 Placement Warrants, at a purchase price of $1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Placement Warrants (or underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor, the Representative Sponsor or their permitted its transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from The purchase price for the sale Placement Warrants to be paid by the Sponsor has been delivered to CST or counsel to the Company or the Representative to hold in a separate escrow account, or the Trust Account, at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be. The Placement Warrants and the shares of Common Stock issuable upon exercise of the Placement Warrants shall are hereinafter referred to collectively as the “Placement Securities.” No underwriting discounts, commissions, or placement fees have been or will be deposited into payable in connection with the Trust AccountPlacement Securities sold in the Warrant Private Placement. The Public Securities, the Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to Rule 5110(e)(1) of the FINRA Manual. AccordinglySecurities, the Placement Warrants Securities and the underlying Ordinary Founder Shares may not be sold, transferred, assigned, pledged or hypothecated nor may they be are hereinafter referred to collectively as the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, associated persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period“Securities.”

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor and the Representative Underwriters will purchase from the Company pursuant to the Purchase Agreements (as defined in Section 2.21.2 hereof), an aggregate of 12,250,000 8,000,000 warrants (9,750,000 7,000,000 warrants to be purchased by the Sponsor and 2,500,000 1,000,000 warrants to be purchased by the RepresentativeUnderwriters, based on the Underwriters’ pro rata portions of the Deferred Underwriting Commission), which warrants are substantially identical to the Warrants, Warrants subject to certain exceptions (collectively, the “Placement Warrants”) at a purchase price of $1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the Sponsor and the Underwriters will purchase from the Company pursuant to the Sponsor Purchase AgreementAgreements, up to an additional 900,000 Placement Warrants (750,000 Placement Warrantswarrants to be purchased by the Sponsor and 150,000 warrants to be purchased by the Underwriters, based on the Underwriters’ pro rata portions of the Deferred Underwriting Commission), at a purchase price of $1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Placement Warrants (or underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor, the Representative Sponsor or their its permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative Representative, on behalf of the Underwriters, acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to Rule 5110(e)(1) of the FINRA Manual. Accordingly, the Placement Warrants and the underlying Ordinary Shares may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, associated persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period.

Warrant Private Placement. Simultaneously with the Closing Date, (i) the Sponsor and the Representative Underwriters will purchase from the Company Company, pursuant to the Purchase Agreements (as defined in Section 2.21.2 2.21.3 hereof), an aggregate of 12,250,000 5,000,000 warrants (9,750,000 warrants to be purchased 3,500,000 by the Sponsor and 2,500,000 1,500,000 warrants to be purchased by the RepresentativeUnderwriters) (collectively, the “Placement Warrants”), which warrants are substantially identical to the WarrantsWarrants included in the Firm Units, subject to certain exceptions (the “Placement Warrants”) at a purchase price of $1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Sponsor Purchase Agreement, up to an additional 750,000 Placement Warrantsexceptions, at a purchase price of $1.00 per Placement Warrant Warrant, in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The Underwriters agree to purchase Placement Warrants consistent with their pro rata allocation of the Offering. The private placement of the Placement Warrants to the Sponsor and the Underwriters is referred to herein as the “Warrant Private Placement.” Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. None of the Placement Warrants (or underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor, the Representative Underwriters or their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges Underwriters acknowledge and agrees agree that the Placement Warrants and the underlying Ordinary Shares acquired by the Underwriters pursuant to the Purchase Agreement (as defined in Section 2.21.3) will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 one hundred and eighty (180) days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1) of the FINRA Manual). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Underwriters pursuant to the Underwriters Purchase Agreement (as defined in Section 2.21.3) may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for 180 one hundred and eighty (180) days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, associated registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period.

Warrant Private Placement. Simultaneously with On or prior to the Closing Date, the Sponsor and (and/or its designees) will purchase from the Representative Company pursuant to a Sponsor Warrant Purchase Agreement (as defined in Section 2.21.2 below) an aggregate of 3,562,750 warrants of the Company, which warrants are identical to the Warrants subject to certain exceptions (collectively, the “Placement Warrants”), at a purchase price of $1.00 per Placement Warrant in a private placement (the “Warrant Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act or another available exemption. The terms of the Placement Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Sponsor Warrant Purchase Agreements (as defined in Section 2.21.2 hereof)Agreement, up to an aggregate of 12,250,000 warrants (9,750,000 warrants to be purchased by the Sponsor and 2,500,000 warrants to be purchased by the Representative), which warrants are substantially identical to the Warrants, subject to certain exceptions (the “additional 337,500 Placement Warrants”) Warrants at a purchase price of $1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the ActAct or another available exemption. Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Sponsor Purchase Agreement, up to an additional 750,000 Placement Warrants, at a purchase price of $1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Placement Warrants (or underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor, the Representative Sponsor or their permitted its transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from The purchase price for the sale Placement Warrants to be paid by the Sponsor has been delivered to CST or counsel to the Company or the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be. The Placement Warrants and the shares of Common Stock issuable upon exercise of the Placement Warrants shall are hereinafter referred to collectively as the “Placement Securities.” No underwriting discounts, commissions, or placement fees have been or will be deposited into payable in connection with the Trust AccountPlacement Securities sold in the Warrant Private Placement. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to Rule 5110(e)(1) of the FINRA Manual. AccordinglyPublic Securities, the Placement Warrants Securities and the underlying Ordinary Founder Shares may not be sold, transferred, assigned, pledged or hypothecated nor may they be are hereinafter referred to collectively as the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, associated persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period“Securities.”

Warrant Private Placement. Simultaneously with the Closing Date, (x) the Sponsor (and/or its designees) will purchase from the Company pursuant to a Warrant Purchase Agreement (as defined in Section 2.21.2 below) an aggregate of 4,350,000 warrants to purchase Common Stock of the Company, which warrants are identical to the Warrants making up part of the Units subject to certain exceptions (collectively, the “Placement Warrants”, and the Representative shares of Common Stock issuable upon exercise thereof, the “Placement Shares”) at a purchase price of $1.00 per Placement Warrant in a private placement (the “Warrant Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The terms of the Placement Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), (i) the Sponsor will purchase from the Company pursuant to the Warrant Purchase Agreements (as defined in Section 2.21.2 hereof)Agreement, up to an aggregate of 12,250,000 warrants (9,750,000 warrants to be purchased by the Sponsor and 2,500,000 warrants to be purchased by the Representative), which warrants are substantially identical to the Warrants, subject to certain exceptions (the “additional 371,250 Placement Warrants”) Warrants at a purchase price of $1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Sponsor Purchase Agreement, up to an additional 750,000 Placement Warrants, at a purchase price of $1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Placement Warrants (or underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor, Sponsor or the Representative or their permitted respective transferees until thirty (30) days after consummation of a Business CombinationCombination except to permitted transferees. Certain proceeds from the sale of The purchase price for the Placement Warrants shall to be deposited into paid by the Sponsor has been delivered to CST or counsel to the Company or the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account. The Representative acknowledges and agrees that Account on the Placement Warrants and Closing Date or the underlying Ordinary Shares will be deemed compensation by Option Closing Date, as the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to Rule 5110(e)(1) of the FINRA Manual. Accordingly, the Placement Warrants and the underlying Ordinary Shares case may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, associated persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time periodbe.

Warrant Private Placement. Simultaneously with On the Closing Date, the Sponsor and (and/or its designees) will purchase from the Representative Company pursuant to a Sponsor Warrant Purchase Agreement (as defined in Section 2.21.2 below) an aggregate of 4,925,000 warrants of the Company (the “Placement Warrants”), at a purchase price of $1.00 per Placement Warrant in a private placement (the “Warrant Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act or another available exemption. The terms of the Placement Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Sponsor Warrant Purchase Agreements (as defined in Section 2.21.2 hereof)Agreement, up to an aggregate of 12,250,000 warrants (9,750,000 warrants to be purchased by the Sponsor and 2,500,000 warrants to be purchased by the Representative), which warrants are substantially identical to the Warrants, subject to certain exceptions (the “additional 487,500 Placement Warrants”) Warrants at a purchase price of $1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the ActAct or another available exemption. Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Sponsor Purchase Agreement, up to an additional 750,000 Placement Warrants, at a purchase price of $1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Placement Warrants (or underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor, the Representative Sponsor or their permitted its transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from The purchase price for the sale Placement Warrants to be paid by the Sponsor has been delivered to CST or counsel to the Company or the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be. The Placement Warrants and the shares of Common Stock issuable upon exercise of the Placement Warrants shall are hereinafter referred to collectively as the “Placement Securities.” No underwriting discounts, commissions, or placement fees have been or will be deposited into payable in connection with the Trust AccountPlacement Securities sold in the Warrant Private Placement. The Public Securities, the Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to Rule 5110(e)(1) of the FINRA Manual. AccordinglyShares, the Placement Warrants and the underlying Ordinary Founder Shares may not be sold, transferred, assigned, pledged or hypothecated nor may they be are hereinafter referred to collectively as the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, associated persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period“Securities.”

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor and the Representative will purchase from the Company pursuant to the Purchase Agreements (as defined in Section 2.21.2 hereof), an aggregate of 12,250,000 9,200,000 warrants (9,750,000 10,280,000 warrants to be purchased by if the Sponsor and 2,500,000 warrants to be purchased by the RepresentativeOver-allotment Option is exercised in full), which warrants are substantially identical to the WarrantsWarrants included in the Firm Units, subject to certain exceptions (the “Placement Warrants”) ), at a purchase price of $1.00 per Placement Warrant Warrant, in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. Simultaneously with Of those 9,200,000 Placement Warrants (or 10,280,000 Placement Warrants if the Over-allotment Option Closing Date (if anyis exercised in full), the Sponsor will has agreed to purchase from 8,300,000 Placement Warrants (or 9,245,000 Placement Warrants if the Company pursuant Over-allotment Option is exercised in full), and the Representative has agreed to purchase 900,000 Placement Warrants (or 1,035,000 Placement Warrants if the Sponsor Purchase Agreement, up to an additional 750,000 Placement Warrants, at a purchase price of $1.00 per Placement Warrant Over-allotment Option is exercised in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Actfull). The private placement of the Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Placement Warrants (or underlying Ordinary Sharesshares of Common Stock) may be sold, assigned or transferred by the Sponsor, the Representative or their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative Representative, on behalf of the Underwriters, acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares shares of Common Stock will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1) of the FINRA Manual). Accordingly, the Placement Warrants and the underlying Ordinary Shares shares of Common Stock may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, put or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, associated registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period.

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor and the Representative Underwriters will purchase from the Company Company, pursuant to the Purchase Agreements (as defined in Section 2.21.2 2.21.3 hereof), an aggregate of 12,250,000 5,625,000 warrants (9,750,000 3,750,000 warrants to be purchased by the Sponsor and 2,500,000 1,875,000 warrants to be purchased by the RepresentativeUnderwriters), or 6,131,250 warrants if the Over-allotment Option is exercised in full (3,975,000 warrants by the Sponsor and 2,156,250 warrants by the Underwriters) (collectively, the “Placement Warrants”), which warrants are substantially identical to the WarrantsWarrants included in the Firm Units, subject to certain exceptions (the “Placement Warrants”) at a purchase price of $1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Sponsor Purchase Agreement, up to an additional 750,000 Placement Warrantsexceptions, at a purchase price of $1.00 per Placement Warrant Warrant, in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Warrants to the Sponsor and the Underwriters is referred to herein as the “Warrant Private Placement.” Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. None of the Placement Warrants (or underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor, the Representative Underwriters or their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges Underwriters acknowledge and agrees agree that the Placement Warrants and the underlying Ordinary Shares acquired by the Underwriters pursuant to the Purchase Agreement (as defined in Section 2.21.3) will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 one hundred and eighty (180) days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1) of the FINRA Manual). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Underwriters pursuant to the Underwriters Purchase Agreement (as defined in Section 2.21.3) may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for 180 one hundred and eighty (180) days immediately following the commencement of sales effective date of the OfferingRegistration Statement, except to any FINRA member participating in the Offering and the officers, partners, associated registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period.

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor Sponsor, Pala, Cantor and Xxxx will fund $14,500,000 in the Representative will aggregate (or $16,300,000 if the if the Over-allotment Option is exercised in full) and purchase from the Company pursuant to the Warrant Purchase Agreements Agreement (as defined in Section 2.21.2 hereof), the Pala Subscription Agreement and Xxxx Subscription Agreement, an aggregate of 12,250,000 14,500,000 warrants (9,750,000 or 16,300,000 warrants to be purchased by if the Sponsor and 2,500,000 warrants to be purchased by the RepresentativeOver-allotment Option is exercised in full), which warrants are substantially identical to the Warrants, Warrants included in the Firm Units subject to certain exceptions (the “Placement Warrants”) at a purchase price of $1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. Simultaneously with Of those 14,500,000 Placement Warrants (or 16,300,000 Placement Warrants if the Over-allotment Option Closing Date (if anyis exercised in full), the Sponsor will has agreed to purchase from 8,100,000 Placement Warrants (or 9,445,000 Placement Warrants if the Company pursuant Over-allotment Option is exercised in full), Pala has agreed to purchase 3,000,000 Placement Warrants (or 3,095,000 Placement Warrants if the Sponsor Purchase AgreementOver-allotment Option is exercised in full), up Cantor has agreed to an additional 750,000 purchase 2,400,000 Placement Warrants, at a Warrants (or 2,760,000 Placement Warrants if the Over-allotment Option is exercised in full) and Xxxx has agreed to purchase price of $1.00 per 1,000,000 Placement Warrant Warrants (whether or not the underwriters’ over-allotment option is exercised in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Actfull). The private placement of the Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Placement Warrants (or underlying nor the Ordinary Shares) Shares issuable upon exercise of the Placement Warrants may be sold, assigned or transferred by the Sponsor, the Representative Pala, Cantor, Xxxx or their respective permitted transferees until thirty (30) days after consummation of a Business Combination. Certain The proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative Representative, on behalf of the Underwriters, acknowledges and agrees that the Placement Warrants to be purchased by Cantor and Xxxx and the underlying Ordinary Shares underlying such Placement Warrants will be deemed compensation by the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1) of the FINRA Manual). Accordingly, the Placement Warrants and the underlying Ordinary Shares issuable upon exercise of the Placement Warrants may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, put or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, associated registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period. The Placement Warrants and the Ordinary Shares issuable upon exercise of the Placement Warrants are hereinafter referred to collectively as the “Placement Securities”. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Placement Securities. The Placement Warrants are identical to the Warrants except that (i) the Placement Warrants will be non-redeemable by the Company so long as they are held by the Sponsor, Pala, Cantor, Xxxx or their permitted transferees and (ii) the Placement Warrants may be exercised on a cashless basis so long as they are held by the initial purchasers or their permitted transferees. In addition, the Placement Warrants may not be exercised after five years from the effective date of the Registration Statement if held by Cantor, Xxxx or their designees or affiliates. Except as described in the Registration Statement, none of the Placement Securities may be sold, assigned or transferred by the Sponsor, Pala, Cantor, Xxxx or their permitted transferees until thirty (30) days after consummation of the Company’s initial Business Combination. The Public Securities, the Placement Securities and the Founder Shares are hereinafter referred to collectively as the “Securities”.

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor and the Representative Cantor will purchase from the Company pursuant to the Purchase Agreements (as defined in Section 2.21.2 hereof), an aggregate of 12,250,000 warrants (9,750,000 warrants to be purchased by the Sponsor and 2,500,000 warrants to be purchased by the Representative)8,000,000 warrants, which warrants are substantially identical to the Warrants, Warrants included in the Firm Units subject to certain exceptions (collectively, the “Placement Warrants”) at a purchase price of $1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Sponsor Purchase Agreement, up to an additional 750,000 Placement Warrants, at a purchase price of $1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Placement Warrants (or underlying Ordinary SharesCommon Stock) may be sold, assigned or transferred by the Sponsor, the Representative Cantor or their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative Representative, on behalf of the Underwriters, acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to Rule 5110(e)(1) of the FINRA Manual. Accordingly, the Placement Warrants and the underlying Ordinary Shares may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, associated registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period.

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor and the Representative Cantor will purchase from the Company pursuant to the Purchase Agreements (as defined in Section 2.21.2 hereof), an aggregate of 12,250,000 9,500,000 warrants(or up to 9,725,000 warrants (9,750,000 warrants to be purchased by if the Sponsor and 2,500,000 warrants to be purchased by the RepresentativeOver-allotment Option is exercised in full), which warrants are substantially identical to the Warrants, Warrants included in the Firm Units subject to certain exceptions (collectively, the “Placement Warrants”) at a purchase price of $1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Sponsor Purchase Agreement, up to an additional 750,000 Placement Warrants, at a purchase price of $1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Placement Warrants (or underlying Ordinary SharesCommon Stock) may be sold, assigned or transferred by the Sponsor, the Representative Cantor or their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative Representative, on behalf of the Underwriters, acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to Rule 5110(e)(1) of the FINRA Manual. Accordingly, the Placement Warrants and the underlying Ordinary Shares may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, associated registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period.

Warrant Private Placement. Simultaneously with On the Closing Date, the Sponsor and (and/or its designees) will purchase from the Representative Company pursuant to a Sponsor Warrant Purchase Agreement (as defined in Section 2.21.2 below) an aggregate of 4,450,000 warrants of the Company (the “Placement Warrants”), at a purchase price of $1.00 per Placement Warrant in a private placement (the “Warrant Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act or another available exemption. The material terms of the Placement Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Sponsor Warrant Purchase Agreements (as defined in Section 2.21.2 hereof)Agreement, up to an aggregate of 12,250,000 warrants (9,750,000 warrants to be purchased by the Sponsor and 2,500,000 warrants to be purchased by the Representative), which warrants are substantially identical to the Warrants, subject to certain exceptions (the “additional 270,000 Placement Warrants”) Warrants at a purchase price of $1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the ActAct or another available exemption. Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Sponsor Purchase Agreement, up to an additional 750,000 Placement Warrants, at a purchase price of $1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Placement Warrants (or underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor, the Representative Sponsor or their permitted its transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from The purchase price for the sale Placement Warrants to be paid by the Sponsor has been delivered to CST or counsel to the Company or the Representative to hold in a separate escrow account, or the Trust Account, at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be. The Placement Warrants and the shares of Common Stock issuable upon exercise of the Placement Warrants shall are hereinafter referred to collectively as the “Placement Securities.” No underwriting discounts, commissions, or placement fees have been or will be deposited into payable in connection with the Trust AccountPlacement Securities sold in the Warrant Private Placement. The Public Securities, the Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to Rule 5110(e)(1) of the FINRA Manual. AccordinglySecurities, the Placement Warrants Securities and the underlying Ordinary Founder Shares may not be sold, transferred, assigned, pledged or hypothecated nor may they be are hereinafter referred to collectively as the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, associated persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period“Securities.”

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor and the Representative will purchase from the Company pursuant to the Purchase Agreements Agreement (as defined in Section 2.21.2 hereof), an aggregate 6,325,000 private placement warrants, each exercisable to purchase one share of 12,250,000 warrants (9,750,000 warrants to be purchased by the Sponsor and 2,500,000 warrants to be purchased by the Representative)our Class A common stock at $11.50 per share, which warrants are substantially identical to the Warrants, subject to certain exceptions (the “Placement Warrants”) at a purchase price of $1.00 per warrant (the “Private Placement Warrants”) in a private placement intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act, in order for the Trust Account to equal the product of (i) the number of Firm Units sold and (ii) $10.00. Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Purchase Agreement, up to an additional 250,000 Private Placement Warrants at a purchase price of $1.00 per Private Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. Simultaneously with Act (the “Option Closing Date (if anyPrivate Placement Warrants”), in order for the Sponsor will purchase from Trust Account to equal the Company pursuant to product of (i) the Sponsor Purchase Agreement, up to an additional 750,000 Placement Warrants, at a purchase price number of Units sold and (ii) $1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act10.00. The private placement of the Private Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Private Placement Warrants (or nor the underlying Ordinary Shares) shares of Common Stock may be sold, assigned or transferred by the Sponsor, the Representative Sponsor or their its permitted transferees until thirty (30) 30 days after consummation of a Business Combination. Certain $4,000,000 of the proceeds from the sale of the Private Placement Warrants and all of the proceeds from the sale of the Option Private Placement Warrants, if any, shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to Rule 5110(e)(1) of the FINRA Manual. Accordingly, the Placement Warrants and the underlying Ordinary Shares may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result Account in the effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, associated persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction order for the remainder Trust Account to equal the product of (i) the time periodnumber of Units sold and (ii) $10.00.

Warrant Private Placement. Simultaneously with the Closing Date, (i) the Sponsor will purchase from the Company pursuant to the Purchase Agreement (as defined in Section 2.21.2 hereof), 5,526,667 warrants (or 5,787,667 warrants if the Over-allotment Option is exercised), which warrants are identical to the Warrants included in the Firm Units, subject to certain exceptions (the “Placement Warrants”), and (ii) the Representative will purchase from the Company pursuant to the Purchase Agreements (as defined in Section 2.21.2 hereof), an aggregate of 12,250,000 warrants (9,750,000 warrants to be purchased by the Sponsor and 2,500,000 warrants to be purchased by the Representative), which warrants are substantially identical to the Agreement 1,740,000 Placement Warrants, subject to certain exceptions (the “Placement Warrants”) in each case at a purchase price of $1.00 1.50 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any)Warrant, the Sponsor will purchase from the Company pursuant to the Sponsor Purchase Agreement, up to an additional 750,000 Placement Warrants, at a purchase price of $1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Warrants to the Sponsor and the Representative is referred to herein as the “Warrant Private Placement.” None of the Placement Warrants (or underlying Ordinary Sharesshares of Common Stock) may be sold, assigned or transferred by the Sponsor, Sponsor or the Representative or any of their respective permitted transferees until thirty (30) days after consummation of a Business Combination. Certain The proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants to be purchased by the Representative and the underlying Ordinary Shares securities will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1) of the FINRA Manual). Accordingly, the Placement Warrants and the underlying Ordinary Shares securities may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the Offering, Offering except to any FINRA member participating in the Offering and the officers, officers or partners, associated registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period.

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor and the Representative Underwriters will purchase from the Company Company, pursuant to the Purchase Agreements (as defined in Section 2.21.2 2.21.3 hereof), an aggregate of 12,250,000 5,250,000 warrants (9,750,000 3,750,000 warrants to be purchased by the Sponsor and 2,500,000 1,500,000 warrants to be purchased by the RepresentativeUnderwriters), or 5,700,000 warrants if the Over-allotment Option is exercised in full (3,975,000 warrants by the Sponsor and 1,725,000 warrants by the Underwriters) (collectively, the “Placement Warrants”), which warrants are substantially identical to the WarrantsWarrants included in the Firm Units, subject to certain exceptions (the “Placement Warrants”) at a purchase price of $1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Sponsor Purchase Agreement, up to an additional 750,000 Placement Warrantsexceptions, at a purchase price of $1.00 per Placement Warrant Warrant, in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Warrants to the Sponsor and the Underwriters is referred to herein as the “Warrant Private Placement.” Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. None of the Placement Warrants (or underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor, the Representative Underwriters or their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges Underwriters acknowledge and agrees agree that the Placement Warrants and the underlying Ordinary Shares acquired by the Underwriters pursuant to the Purchase Agreement (as defined in Section 2.21.3) will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 one hundred and eighty (180) days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1) of the FINRA Manual). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Underwriters pursuant to the Underwriters Purchase Agreement (as defined in Section 2.21.3) may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for 180 one hundred and eighty (180) days immediately following the commencement of sales effective date of the OfferingRegistration Statement, except to any FINRA member participating in the Offering and the officers, partners, associated registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period.

Warrant Private Placement. Simultaneously with On or prior to the Closing Date, the Sponsor and the Representative (and/or its designees) will purchase from the Company pursuant to the a Private Placement Warrant Purchase Agreements Agreement (as defined in Section 2.21.2 hereof), below) an aggregate of 12,250,000 4,095,000 private warrants (9,750,000 warrants to be purchased by or 4,376,250 if the Sponsor and 2,500,000 warrants to be purchased by over-allotment option is exercised in full) of the Representative)Company (collectively, which warrants are substantially identical to the Warrants, subject to certain exceptions (the “Placement Private Warrants”) at a purchase price of $1.00 per Placement Private Warrant in a private placement (the “Warrant Private Placement”) intended to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) of the Securities Act. The Private Warrants are identical to the Warrants sold in this offering, subject to certain exceptions; and the terms of the Private Warrants are each as described in the Prospectus. Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Sponsor Private Placement Warrant Purchase Agreement, Agreement up to an additional 750,000 Placement Warrants, 281,250 Private Warrants at a purchase price of $1.00 per Placement Private Warrant in a private placement intended to be exempt from registration under the Securities Act pursuant to Section 4(a)(2) of the Securities Act. The private placement of the Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Placement Private Warrants (or underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor, the Representative Sponsor or their its permitted transferees until thirty (30) 30 days after the consummation of a Business Combination. Certain proceeds from The purchase price for the sale of Private Warrants to be paid by the Placement Warrants Sponsor shall be deposited into delivered to CST or counsel to the Company or the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account. The Representative acknowledges and agrees that Account on the Placement Warrants and Closing Date or the underlying Ordinary Shares will be deemed compensation by Option Closing Date, as the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to Rule 5110(e)(1) of the FINRA Manual. Accordingly, the Placement Warrants and the underlying Ordinary Shares case may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, associated persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time periodbe.

Warrant Private Placement. Simultaneously with the Closing Date, (i) the Sponsor and the Representative will purchase from the Company pursuant to the Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof) 6,000,000 warrants (6,600,000 warrants if the Over-allotment Option is exercised in full) which warrants are substantially identical to the Warrants subject to certain exceptions (collectively, the “Placement Warrants”), and (ii) the Underwriters will purchase from the Company pursuant to the Underwriters Purchase Agreements (as defined in Section 2.21.2 hereof) 2,000,000 Placement Warrants (2,300,000 Placement Warrants if the Over-allotment Option is exercised in full), an aggregate of 12,250,000 warrants (9,750,000 warrants to be purchased by the Sponsor and 2,500,000 warrants to be purchased by the Representative), which warrants are substantially identical to the Warrants, subject to certain exceptions (the “Placement Warrants”) in each case at a purchase price of $1.00 per Placement Warrant Warrant, in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company Company, pursuant to the Sponsor Purchase Agreement, up to an additional 750,000 600,000 Placement Warrants, and the Underwriters will purchase from the Company, pursuant to the Underwriters Purchase Agreements, up to an additional 300,000 Placement Warrants, in each case at a purchase price of $1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Warrants to the Sponsor and the Underwriters is referred to herein as the “Warrant Private Placement.” None of the Placement Warrants (or underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor, the Representative Underwriters or their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to Rule 5110(e)(1) of the FINRA Manual. Accordingly, the Placement Warrants and the underlying Ordinary Shares may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, associated persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period.

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor and the Representative will purchase from the Company pursuant to the Purchase Agreements (as defined in Section 2.21.2 hereof), an aggregate of 12,250,000 warrants (9,750,000 warrants to be purchased by the Sponsor and 2,500,000 warrants to be purchased by the Representative)7,250,000 warrants, which warrants are substantially identical to the Warrants, subject to certain exceptions (the “Placement Warrants”) at a purchase price of $1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Sponsor Purchase Agreement, up to an additional 750,000 Placement Warrants, at a purchase price of $1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Placement Warrants (or underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor, the Representative or their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to Rule 5110(e)(1) of the FINRA Manual. Accordingly, the Placement Warrants and the underlying Ordinary Shares may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, associated persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period.

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor and the Representative Cantor will purchase from the Company pursuant to the Purchase Agreements (as defined in Section 2.21.2 hereof), an aggregate of 12,250,000 9,500,000 warrants (9,750,000 or up to 9,725,000 warrants to be purchased by if the Sponsor and 2,500,000 warrants to be purchased by the RepresentativeOver-allotment Option is exercised in full), which warrants are substantially identical to the Warrants, Warrants included in the Firm Units subject to certain exceptions (collectively, the “Placement Warrants”) at a purchase price of $1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Sponsor Purchase Agreement, up to an additional 750,000 Placement Warrants, at a purchase price of $1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Placement Warrants (or underlying Ordinary SharesCommon Stock) may be sold, assigned or transferred by the Sponsor, the Representative Cantor or their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative Representative, on behalf of the Underwriters, acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to Rule 5110(e)(1) of the FINRA Manual. Accordingly, the Placement Warrants and the underlying Ordinary Shares may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, associated registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period.

Warrant Private Placement. Simultaneously with On the Closing Date, (x) the Sponsor (and/or its designees) will purchase from the Company pursuant to a Sponsor Warrant Purchase Agreement (as defined in Section 2.21.2 below) an aggregate of 7,300,000 warrants of the Company (the “Sponsor Placement Warrants”) and (y) the Representative (and/or its designees) will purchase from the Company pursuant to a Representative Warrant Purchase Agreement (as defined in Section 2.21.2 below) an aggregate of 875,000 warrants of the Company (the “Representative Placement Warrants” and together with the Sponsor Placement Warrants, the “Placement Warrants”), at a purchase price of $1.00 per Placement Warrant in a private placement (the “Warrant Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act or another available exemption. The terms of the Placement Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Sponsor Warrant Purchase Agreement, up to an additional 787,500 Placement Warrants and the Representative will purchase from the Company pursuant to the Representative Warrant Purchase Agreements (as defined in Section 2.21.2 hereof)Agreement, up to an aggregate of 12,250,000 warrants (9,750,000 warrants to be purchased by the Sponsor and 2,500,000 warrants to be purchased by the Representative), which warrants are substantially identical to the Warrants, subject to certain exceptions (the “additional 131,250 Placement Warrants”) Warrants at a purchase price of $1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the ActAct or another available exemption. Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Sponsor Purchase Agreement, up to an additional 750,000 Placement Warrants, at a purchase price of $1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Placement Warrants (or underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor, Sponsor or the Representative or their respective permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from The purchase price for the sale Sponsor Placement Warrants to be paid by the Sponsor has been delivered to CST or counsel to the Company or the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be. The Placement Warrants and the shares of Common Stock issuable upon exercise of the Placement Warrants shall are hereinafter referred to collectively as the “Placement Securities.” No underwriting discounts, commissions, or placement fees have been or will be deposited into payable in connection with the Trust AccountPlacement Securities sold in the Warrant Private Placement. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to Rule 5110(e)(1) of the FINRA Manual. AccordinglyPublic Securities, the Placement Warrants and the underlying Ordinary Founder Shares may not be sold, transferred, assigned, pledged or hypothecated nor may they be are hereinafter referred to collectively as the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, associated persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period“Securities.”

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor and the Representative BTIG will purchase from the Company pursuant to the Purchase Agreements (as defined in Section 2.21.2 hereof), an aggregate of 12,250,000 10,300,000 private placement warrants (9,750,000 9,300,000 warrants to be purchased by the Sponsor and 2,500,000 1,000,000 warrants to be purchased by the RepresentativeBTIG), which warrants are substantially identical each exercisable to the Warrantspurchase one Class A Ordinary Share at $11.50 per share, subject to certain exceptions (the “Placement Warrants”) at a purchase price of $1.00 per warrant (the “Private Placement Warrant Warrants”) in a private placement intended to be exempt from registration under the Act Act, pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Sponsor Purchase AgreementAgreement (as defined in Section 2.21.2 hereof), up to an additional 750,000 600,000 Private Placement Warrants, Warrants at a purchase price of $1.00 per Private Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the ActAct (the “Option Private Placement Warrants”). The Private Placement Warrants and Option Private Placement Warrants, if any, are substantially identical to the Warrants, subject to certain exceptions. The private placement of the Private Placement Warrants and the Option Private Placement Warrants, if any, is referred to herein as the “Warrant Private Placement.” None of the Private Placement Warrants (or nor the underlying Class A Ordinary Shares) Shares may be sold, assigned or transferred by the Sponsor, the Representative Underwriters or their permitted transferees until thirty (30) 30 days after consummation of a Business Combination. Certain proceeds from the sale The Representative, on behalf of the Placement Warrants shall be deposited into the Trust Account. The Representative Underwriters, acknowledges and agrees that the Placement Warrants and the underlying Class A Ordinary Shares will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1) of the FINRA Manual). Accordingly, the Placement Warrants and the underlying Class A Ordinary Shares may not be sold, transferred, assigned, pledged or hypothecated hypothecated, nor may they be the subject of any hedging, short sale, derivative, put, put or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, associated registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction provision for the remainder of the time period. $8,000,000 of the proceeds from the sale of the Private Placement Warrants and all of the proceeds from the sale of the Option Private Placement Warrants, if any, shall be deposited into the Trust Account.

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor and the Representative will purchase from the Company pursuant to the Purchase Agreements (as defined in Section 2.21.2 hereof), an aggregate of 12,250,000 7,500,000 warrants (9,750,000 warrants to be purchased by the Sponsor and 2,500,000 warrants to be purchased by the Representative)250,000 warrants, respectively, which warrants are substantially identical to the Warrants, Warrants included in the Firm Units subject to certain exceptions (the “Placement Warrants”) at a purchase price of $1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Sponsor Purchase AgreementAgreements, up to an additional 750,000 300,000 Placement Warrants, Warrants at a purchase price of $1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Placement Warrants (or underlying Ordinary Shares) Shares may be sold, assigned or transferred by the Sponsor, the Representative or their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain The proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. . (a) The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the date of effectiveness of the Registration Statement (as defined below) or commencement of sales of the Offering, subject to certain limited exceptions, pursuant to Rule 5110(e)(15110(g)(1) of the FINRA Manual. Accordingly, the Placement Warrants and the underlying Ordinary Shares may not be sold, transferred, assigned, pledged or hypothecated for 180 days immediately following the effective date of the Registration Statement except to any Underwriter or selected dealer participating in the Offering and the bona fide officers, partners or affiliates of the Representative and any such participating Underwriters or selected dealers nor may they be the subject of any hedging, short sale, derivative, put, put or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, associated persons or affiliates thereof, if all securities so transferred remain subject to the lockduring such 180-up restriction for the remainder of the time day period.

Warrant Private Placement. Simultaneously with the Closing Date, (i) the Sponsor will purchase from the Company pursuant to the Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof) 6,000,000 warrants (6,600,000 warrants if the over-allotment option is exercised in full) which warrants are substantially identical to the Warrants subject to certain exceptions (collectively, the “Placement Warrants”), and (ii) the Representative will purchase from the Company pursuant to the Representative Purchase Agreements Agreement (as defined in Section 2.21.2 hereof) 2,000,000 Placement Warrants (2,300,000 Placement Warrants if the over-allotment option is exercised in full), an aggregate of 12,250,000 warrants (9,750,000 warrants to be purchased by the Sponsor and 2,500,000 warrants to be purchased by the Representative), which warrants are substantially identical to the Warrants, subject to certain exceptions (the “Placement Warrants”) in each case at a purchase price of $1.00 per Placement Warrant Warrant, in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company Company, pursuant to the Sponsor Purchase Agreement, up to an additional 750,000 600,000 Placement Warrants, and the Representative will purchase from the Company, pursuant to the Representative Purchase Agreement, 300,000 Placement Warrants, in each case at a purchase price of $1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Warrants to the Sponsor and the Representative is referred to herein as the “Warrant Private Placement.” None of the Placement Warrants (or underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor, the Representative or their its permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to Rule 5110(e)(1) of the FINRA Manual. Accordingly, the Placement Warrants and the underlying Ordinary Shares may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, associated persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period.

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor Company’s initial stockholders and the Representative will purchase from the Company pursuant to the Purchase Agreements (as defined in Section 2.21.2 hereof), ) an aggregate of 12,250,000 warrants (9,750,000 warrants to be purchased by the Sponsor and 2,500,000 warrants to be purchased by the Representative)7,375,000 warrants, which warrants are substantially identical to the Warrants, Warrants included in the Firm Units subject to certain exceptions (the “Placement Warrants”) at a purchase price of $1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act, with the Company’s initial stockholders purchasing 6,375,000 Placement Warrants and the Representative purchasing 1,000,000 Placement Warrants. Simultaneously with the Option Closing Date (if any), the Sponsor Company’s initial stockholders will purchase from the Company pursuant to the Sponsor Purchase AgreementAgreements, up to an additional 750,000 600,000 Placement Warrants, at a purchase price of $1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Placement Warrants (or underlying Ordinary Sharesshares of Common Stock) may be sold, assigned or transferred by the Sponsor, the Representative holders or their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain Additionally, the Representative has agreed that it will forfeit for cancellation any Placement Warrants held by it on the date that is five years from the effective date of the Registration Statement, in accordance with FINRA Rule 5110(g). The proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to Rule 5110(e)(1) of the FINRA Manual. Accordingly, the Placement Warrants and the underlying Ordinary Shares may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, associated persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period.

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor and the Representative Underwriters will purchase from the Company pursuant to the Purchase Agreements (as defined in Section 2.21.2 hereof), an aggregate of 12,250,000 8,500,000 warrants (9,750,000 7,750,000 warrants to be purchased by the Sponsor and 2,500,000 750,000 warrants to be purchased by the Representative)Underwriters, which warrants are substantially identical based on the Underwriters’ pro rata portions of the number of Firm Units to the Warrants, subject to certain exceptions be purchased on Schedule A herein) (the “Placement Warrants”) ), which warrants are identical to the Warrants included in the Firm Units subject to certain exceptions, at a purchase price of $1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Sponsor Purchase Agreement, up to an additional 750,000 450,000 Placement Warrants, Warrants at a purchase price of $1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the ActAct (the “Option Private Placement Warrants”). The private placement of the Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Placement Warrants (or underlying Ordinary Sharesshares of Common Stock) may be sold, assigned or transferred by the Sponsor, the Representative Underwriters or their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain The proceeds from the sale of the Placement Warrants shall be deposited into the Trust AccountAccount to the extent needed for the Trust Account to equal 102% of the gross proceeds from the Offering. The Representative Representative, on behalf of the Underwriters, acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares Common Stock will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1) of the FINRA Manual). Accordingly, the Placement Warrants and the underlying Ordinary Shares Common Stock may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, associated registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period.

Warrant Private Placement. Simultaneously with On the Closing Date, the Sponsor and (and/or its designees) will purchase from the Representative Company pursuant to a Sponsor Warrant Purchase Agreement (as defined in Section 2.21.2 below) an aggregate of 6,000,000 warrants of the Company (the “Placement Warrants”), at a purchase price of $1.00 per Placement Warrant in a private placement (the “Warrant Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act or another available exemption. The terms of the Placement Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Sponsor Warrant Purchase Agreements (as defined in Section 2.21.2 hereof)Agreement, up to an aggregate of 12,250,000 warrants (9,750,000 warrants to be purchased by the Sponsor and 2,500,000 warrants to be purchased by the Representative), which warrants are substantially identical to the Warrants, subject to certain exceptions (the “additional 600,000 Placement Warrants”) Warrants at a purchase price of $1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the ActAct or another available exemption. Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Sponsor Purchase Agreement, up to an additional 750,000 Placement Warrants, at a purchase price of $1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Placement Warrants (or underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor, the Representative Sponsor or their permitted its transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from The purchase price for the sale Placement Warrants to be paid by the Sponsor has been delivered to CST or counsel to the Company or the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be. The Placement Warrants and the shares of Common Stock issuable upon exercise of the Placement Warrants shall are hereinafter referred to collectively as the “Placement Securities.” No underwriting discounts, commissions, or placement fees have been or will be deposited into payable in connection with the Trust AccountPlacement Securities sold in the Warrant Private Placement. The Public Securities, the Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to Rule 5110(e)(1) of the FINRA Manual. AccordinglyShares, the Placement Warrants and the underlying Ordinary Founder Shares may not be sold, transferred, assigned, pledged or hypothecated nor may they be are hereinafter referred to collectively as the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, associated persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period“Securities.”

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor and the Representative will purchase from the Company pursuant to the Purchase Agreements (as defined in Section 2.21.2 hereof), an aggregate of 12,250,000 8,150,000 warrants (9,750,000 warrants to be purchased by the Sponsor and 2,500,000 warrants to be purchased by the Representative)350,000 warrants, respectively, which warrants are substantially identical to the Warrants, Warrants included in the Firm Units subject to certain exceptions (the “Placement Warrants”) at a purchase price of $1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Sponsor Purchase AgreementAgreements, up to an additional 750,000 337,500 Placement Warrants, Warrants at a purchase price of $1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Placement Warrants (or underlying Ordinary Shares) Shares may be sold, assigned or transferred by the Sponsor, the Representative or their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain The proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. . (a) The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the date of effectiveness of the Registration Statement (as defined below) or commencement of sales of the Offering, subject to certain limited exceptions, pursuant to Rule 5110(e)(15110(g)(1) of the FINRA Manual. Accordingly, the Placement Warrants and the underlying Ordinary Shares may not be sold, transferred, assigned, pledged or hypothecated for 180 days immediately following the effective date of the Registration Statement except to any Underwriter or selected dealer participating in the Offering and the bona fide officers, partners or affiliates of the Representative and any such participating Underwriters or selected dealers nor may they be the subject of any hedging, short sale, derivative, put, put or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, associated persons or affiliates thereof, if all securities so transferred remain subject to the lockduring such 180-up restriction for the remainder of the time day period.

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor and the Representative BTIG will purchase from the Company pursuant to the Purchase Agreements (as defined in Section 2.21.2 hereof), an aggregate of 12,250,000 11,500,000 private placement warrants (9,750,000 10,350,000 warrants to be purchased by the Sponsor and 2,500,000 1,150,000 warrants to be purchased by the RepresentativeBTIG), which warrants are substantially identical each exercisable to the Warrantspurchase one Class A Ordinary Share at $11.50 per share, subject to certain exceptions (the “Placement Warrants”) at a purchase price of $1.00 per warrant (the “Private Placement Warrant Warrants”) in a private placement intended to be exempt from registration under the Act Act, pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Sponsor Purchase AgreementAgreement (as defined in Section 2.21.2 hereof), up to an additional 750,000 690,000 Private Placement Warrants, Warrants at a purchase price of $1.00 per Private Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the ActAct (the “Option Private Placement Warrants”). The Private Placement Warrants and Option Private Placement Warrants, if any, are substantially identical to the Warrants, subject to certain exceptions. The private placement of the Private Placement Warrants and the Option Private Placement Warrants, if any, is referred to herein as the “Warrant Private Placement.” None of the Private Placement Warrants (or nor the underlying Class A Ordinary Shares) Shares may be sold, assigned or transferred by the Sponsor, the Representative Underwriters or their permitted transferees until thirty (30) 30 days after consummation of a Business Combination. Certain proceeds from the sale The Representative, on behalf of the Placement Warrants shall be deposited into the Trust Account. The Representative Underwriters, acknowledges and agrees that the Placement Warrants and the underlying Class A Ordinary Shares will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1) of the FINRA Manual). Accordingly, the Placement Warrants and the underlying Class A Ordinary Shares may not be sold, transferred, assigned, pledged or hypothecated hypothecated, nor may they be the subject of any hedging, short sale, derivative, put, put or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, associated registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction provision for the remainder of the time period. $9,200,000 of the proceeds from the sale of the Private Placement Warrants and all of the proceeds from the sale of the Option Private Placement Warrants, if any, shall be deposited into the Trust Account. 2.1.1 The Private Placement Warrants, the Option Private Placement Warrants, if any, and the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants and the Option Private Placement Warrants, if any, are hereinafter referred to collectively as the “Placement Securities.” No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Placement Securities. The Public Securities, the Placement Securities, and the Founder Shares are hereinafter referred to collectively as the “Securities.”

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor and the Representative will purchase from the Company pursuant to the Purchase Agreements (as defined in Section 2.21.2 hereof), an aggregate of 12,250,000 7,265,000 private placement warrants (9,750,000 6,765,000 warrants to be purchased by the Sponsor and 2,500,000 500,000 warrants to be purchased by the Representative), which warrants are substantially identical each exercisable to the Warrantspurchase one Class A Ordinary Share at $11.50 per share, subject to certain exceptions at a purchase price of $1.00 per warrant (the “Private Placement Warrants”) in a private placement intended to be exempt from registration under Act, pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the Sponsor and the Representative will purchase from the Company pursuant to the Purchase Agreements up to an additional 675,000 Private Placement Warrants (600,000 Private Placement Warrants to be purchased by the Sponsor and 75,000 Private Placement Warrants to be purchased by the Representative) at a purchase price of $1.00 per Private Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the ActAct (the “Option Private Placement Warrants”). Simultaneously with the The Private Placement Warrants and Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Sponsor Purchase Agreement, up to an additional 750,000 Private Placement Warrants, at a purchase price of $1.00 per Placement Warrant in a private placement intended if any, are substantially identical to be exempt from registration under the Act pursuant Warrants, subject to Section 4(a)(2) of the Actcertain exceptions. The private placement of the Private Placement Warrants and the Option Private Placement Warrants, if any, is referred to herein as the “Warrant Private Placement.” None of the Private Placement Warrants (or nor the underlying Class A Ordinary Shares) Shares may be sold, assigned or transferred by the Sponsor, the Representative Sponsor or their permitted transferees until thirty (30) 30 days after consummation of a Business Combination. Certain proceeds from the sale of the Private Placement Warrants and all of the proceeds from the sale of the Option Private Placement Warrants, if any, shall be deposited into the Trust Account. The In addition, for as long as any Private Placement Warrants, Option Private Placement Warrants, and underlying Class A Ordinary Shares are held by the Representative acknowledges and agrees that the or its designee or affiliates, such Private Placement Warrants, Option Private Placement Warrants and the underlying Class A Ordinary Shares will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to Rule 5110(e)(1) of the FINRA Manual. Accordingly, the Placement Warrants and the underlying Ordinary Shares may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, associated persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for and registration rights limitations imposed by FINRA Rule 5110 and may not be exercised after five years from the remainder effective date of the time periodRegistration Statement (as defined herein).

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor Company’s initial stockholders and the Representative will purchase from the Company pursuant to the Purchase Agreements (as defined in Section 2.21.2 hereof), ) an aggregate of 12,250,000 warrants (9,750,000 warrants to be purchased by the Sponsor and 2,500,000 warrants to be purchased by the Representative)7,375,000 warrants, which warrants are substantially identical to the Warrants, Warrants included in the Firm Units subject to certain exceptions (the “Placement Warrants”) at a purchase price of $1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act, with the Company’s initial stockholders purchasing 6,375,000 Placement Warrants and the Representative purchasing 1,000,000 Placement Warrants. Simultaneously with the Option Closing Date (if any), the Sponsor Company’s initial stockholders and the Representative will purchase from the Company pursuant to the Sponsor Purchase AgreementAgreements, up to an additional 750,000 600,000 Placement Warrants and 150,000 Placement Warrants, respectively, at a purchase price of $1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Placement Warrants (or underlying Ordinary Sharesshares of Common Stock) may be sold, assigned or transferred by the Sponsor, the Representative holders or their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain Additionally, the Representative has agreed that it will forfeit for cancellation any Placement Warrants held by it on the date that is five years from the effective date of the Registration Statement, in accordance with FINRA Rule 5110(g). The proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to Rule 5110(e)(1) of the FINRA Manual. Accordingly, the Placement Warrants and the underlying Ordinary Shares may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, associated persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period.

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor and the Representative will purchase from the Company pursuant to the Purchase Agreements (as defined in Section 2.21.2 hereof), an aggregate of 12,250,000 warrants (9,750,000 warrants 6,750,000 private placement warrants, each exercisable to be purchased by the Sponsor and 2,500,000 warrants to be purchased by the Representative)purchase one Class A Ordinary Share at $11.50 per share, which warrants are substantially identical to the Warrants, subject to certain exceptions (the “Placement Warrants”) at a purchase price of $1.00 per warrant (the “Private Placement Warrant Warrants”) in a private placement intended to be exempt from registration under the Act Act, pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Sponsor Purchase AgreementAgreement (as defined in Section 2.21.2 hereof), up to an additional 750,000 675,000 Private Placement Warrants, Warrants at a purchase price of $1.00 per Private Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the ActAct (the “Option Private Placement Warrants”). The Private Placement Warrants and Option Private Placement Warrants, if any, are substantially identical to the Warrants, subject to certain exceptions. The private placement of the Private Placement Warrants and the Option Private Placement Warrants, if any, is referred to herein as the “Warrant Private Placement.” None of the Private Placement Warrants (or nor the underlying Class A Ordinary Shares) Shares may be sold, assigned or transferred by the Sponsor, the Representative Underwriters or their permitted transferees until thirty (30) 30 days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to Rule 5110(e)(1) of the FINRA Manual. Accordingly, the Placement Warrants and the underlying Class A Ordinary Shares may not be sold, transferred, assigned, pledged or hypothecated hypothecated, nor may they be the subject of any hedging, short sale, derivative, put, put or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, associated registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction provision for the remainder of the time period. All of the proceeds from the sale of the Private Placement Warrants and all of the proceeds from the sale of the Option Private Placement Warrants, if any, shall be deposited into the Trust Account. 2.1.1 The Private Placement Warrants, the Option Private Placement Warrants, if any, and the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants and the Option Private Placement Warrants, if any, are hereinafter referred to collectively as the “Placement Securities.” No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Placement Securities. The Public Securities, the Placement Securities, and the Founder Shares are hereinafter referred to collectively as the “Securities.”

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor and the Representative Underwriters will purchase from the Company pursuant to the Purchase Agreements (as defined in Section 2.21.2 hereof), an aggregate of 12,250,000 7,265,000 private placement warrants (9,750,000 6,765,000 warrants to be purchased by the Sponsor and 2,500,000 500,000 warrants to be purchased by the RepresentativeUnderwriters), which warrants are substantially identical each exercisable to the Warrantspurchase one Class A Ordinary Share at $11.50 per share, subject to certain exceptions at a purchase price of $1.00 per warrant (the “Private Placement Warrants”) in a private placement intended to be exempt from registration under Act, pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the Sponsor and the Underwriters will purchase from the Company pursuant to the Purchase Agreements up to an additional 675,000 Private Placement Warrants (600,000 Private Placement Warrants to be purchased by the Sponsor and 75,000 Private Placement Warrants to be purchased by the Underwriters) at a purchase price of $1.00 per Private Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the ActAct (the “Option Private Placement Warrants”). Simultaneously with the The Private Placement Warrants and Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Sponsor Purchase Agreement, up to an additional 750,000 Private Placement Warrants, at a purchase price of $1.00 per Placement Warrant in a private placement intended if any, are substantially identical to be exempt from registration under the Act pursuant Warrants, subject to Section 4(a)(2) of the Actcertain exceptions. The private placement of the Private Placement Warrants and the Option Private Placement Warrants, if any, is referred to herein as the “Warrant Private Placement.” None of the Private Placement Warrants (or nor the underlying Class A Ordinary Shares) Shares may be sold, assigned or transferred by the Sponsor, the Representative Sponsor or their permitted transferees until thirty (30) 30 days after consummation of a Business Combination. Certain proceeds from the sale of the Private Placement Warrants and certain of the proceeds from the sale of the Option Private Placement Warrants, if any, shall be deposited into the Trust Account. The Representative acknowledges In addition, for as long as any Private Placement Warrants, Option Private Placement Warrants, and agrees that underlying Class A Ordinary Shares are held by the Underwriters or their designees or affiliates, such Private Placement Warrants, Option Private Placement Warrants and the underlying Class A Ordinary Shares will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to Rule 5110(e)(1) of the FINRA Manual. Accordingly, the Placement Warrants and the underlying Ordinary Shares may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, associated persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for and registration rights limitations imposed by FINRA Rule 5110 and may not be exercised after five years from the remainder effective date of the time periodRegistration Statement (as defined herein).

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor and (and/or its designees) will purchase from the Representative Company pursuant to a Placement Warrant Purchase Agreement (as defined in Section 2.21.2 below) an aggregate of 5,000,000 warrants of the Company to purchase one share of Common Stock, which warrants are identical to the Warrants subject to certain exceptions (collectively, the “Placement Warrants”) at a purchase price of $1.00 per Placement Warrant in a private placement (the “Warrant Private Placement”) intended to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) of the Securities Act. The terms of the Placement Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Placement Warrant Purchase Agreements (as defined in Section 2.21.2 hereof)Agreement, up to an aggregate of 12,250,000 warrants (9,750,000 warrants to be purchased by the Sponsor and 2,500,000 warrants to be purchased by the Representative), which warrants are substantially identical to the Warrants, subject to certain exceptions (the “additional 495,000 Placement Warrants”) Warrants at a purchase price of $1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Securities Act pursuant to Section 4(a)(2) of the Securities Act. Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Sponsor Purchase Agreement, up to an additional 750,000 Placement Warrants, at a purchase price of $1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Placement Warrants (or underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor, Sponsor or the Representative or their permitted respective transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of The purchase price for the Placement Warrants shall to be deposited into paid by the Sponsor has been delivered to CST or counsel to the Company or the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account. The Representative acknowledges and agrees that Account on the Placement Warrants and Closing Date or the underlying Ordinary Shares will be deemed compensation by Option Closing Date, as the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to Rule 5110(e)(1) of the FINRA Manual. Accordingly, the Placement Warrants and the underlying Ordinary Shares case may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, associated persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time periodbe.

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor and the Representative will purchase from the Company pursuant to the Purchase Agreements (as defined in Section 2.21.2 hereof), an aggregate of 12,250,000 8,000,000 warrants (9,750,000 8,900,000 warrants to be purchased by if the Sponsor and 2,500,000 warrants to be purchased by the RepresentativeOver-allotment Option is exercised in full), which warrants are substantially identical to the WarrantsWarrants included in the Firm Units, subject to certain exceptions (the “Placement Warrants”) ), at a purchase price of $1.00 per Placement Warrant Warrant, in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. Simultaneously with Of those 8,000,000 Placement Warrants (or 8,900,000 Placement Warrants if the Over-allotment Option Closing Date (if anyis exercised in full), the Sponsor will has agreed to purchase from 7,250,000 Placement Warrants (or 8,037,500 Placement Warrants if the Company pursuant Over-allotment Option is exercised in full), and the Representative has agreed to the Sponsor Purchase Agreement, up to an additional purchase 750,000 Placement Warrants, at a purchase price of $1.00 per Warrants (or 862,500 Placement Warrant Warrants if the Over-allotment Option is exercised in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Actfull). The private placement of the Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Placement Warrants (or underlying Ordinary Sharesshares of Common Stock) may be sold, assigned or transferred by the Sponsor, the Representative or their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative Representative, on behalf of the Underwriters, acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares shares of Common Stock will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1) of the FINRA Manual). Accordingly, the Placement Warrants and the underlying Ordinary Shares shares of Common Stock may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, put or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, associated registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period.

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor and the Representative will purchase from the Company pursuant to the Purchase Agreements Agreement (as defined in Section 2.21.2 hereof)hereof),10,270,000 private placement warrants, an aggregate of 12,250,000 warrants (9,750,000 warrants each exercisable to be purchased by the Sponsor and 2,500,000 warrants to be purchased by the Representative)purchase one Class A Ordinary Share at $11.50 per share, which warrants are substantially identical to the Warrants, subject to certain exceptions (the “Placement Warrants”) at a purchase price of $1.00 per warrant (the “Private Placement Warrant Warrants”) in a private placement intended to be exempt from registration under the Act Act, pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Sponsor Purchase Agreement, Agreement up to an additional 750,000 1,200,000 Private Placement Warrants, Warrants at a purchase price of $1.00 per Private Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the ActAct (the “Option Private Placement Warrants”). The Private Placement Warrants and Option Private Placement Warrants, if any, are substantially identical to the Warrants, subject to certain exceptions. The private placement of the Private Placement Warrants and the Option Private Placement Warrants, if any, is referred to herein as the “Warrant Private Placement.” None of the Private Placement Warrants (or nor the underlying Class A Ordinary Shares) Shares may be sold, assigned or transferred by the Sponsor, the Representative Underwriters or their permitted transferees until thirty (30) 30 days after consummation of a Business Combination. Certain proceeds from the sale of the Private Placement Warrants and all of the proceeds from the sale of the Option Private Placement Warrants, if any, shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to Rule 5110(e)(1) of the FINRA Manual. Accordingly, the Placement Warrants and the underlying Ordinary Shares may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, associated persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period.

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor and the Representative will purchase from the Company pursuant to the Purchase Agreements Agreement (as defined in Section 2.21.2 hereof), an aggregate 6,000,000 private placement warrants, each exercisable to purchase one share of 12,250,000 warrants (9,750,000 warrants to be purchased by the Sponsor and 2,500,000 warrants to be purchased by the Representative)our Class A common stock at $11.50 per share, which warrants are substantially identical to the Warrants, subject to certain exceptions (the “Placement Warrants”) at a purchase price of $1.00 per warrant (the “Private Placement Warrants”) in a private placement intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act, in order for the Trust Account to equal the product of (i) the number of Firm Units sold and (ii) $10.00. Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Purchase Agreement, up to an additional 250,000 Private Placement Warrants at a purchase price of $1.00 per Private Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. Simultaneously with Act (the “Option Closing Date (if anyPrivate Placement Warrants”), in order for the Sponsor will purchase from Trust Account to equal the Company pursuant to product of (i) the Sponsor Purchase Agreement, up to an additional 750,000 Placement Warrants, at a purchase price number of Units sold and (ii) $1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act10.00. The private placement of the Private Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Private Placement Warrants (or nor the underlying Ordinary Shares) shares of Common Stock may be sold, assigned or transferred by the Sponsor, the Representative Sponsor or their its permitted transferees until thirty (30) 30 days after consummation of a Business Combination. Certain $3,500,000 of the proceeds from the sale of the Private Placement Warrants and all of the proceeds from the sale of the Option Private Placement Warrants, if any, shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to Rule 5110(e)(1) of the FINRA Manual. Accordingly, the Placement Warrants and the underlying Ordinary Shares may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result Account in the effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, associated persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction order for the remainder Trust Account to equal the product of (i) the time periodnumber of Units sold and (ii) $10.00.