Common use of Warrant Private Placement Clause in Contracts

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor, Representative, and Xxxxx & Company, a division of J.V.B. Financial Group, LLC (“CCM”) will purchase from the Company pursuant to Purchase Agreements (as defined in Section 2.21.2 hereof) an aggregate of 5,500,000 warrants (4,500,000 warrants to be purchased by the Sponsor, 700,000 warrants to be purchased by the Representative and 300,000 warrants to be purchased by CCM) , which warrants are identical to the warrants underlying the Firm Units subject to certain exceptions (the “Placement Warrants”) at a purchase price of $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, the Underwriters and CCM will purchase from the Company pursuant to the Purchase Agreements, up to an additional 600,000 Placement Warrants (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 $1.25 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 nor the Ordinary Shares issuable upon exercise of the Placement Warrants may be sold, assigned or transferred by the Sponsor, the 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.

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor, Representative, Sponsor and Xxxxx & Company, a division of J.V.B. Financial Group, LLC (“CCM”) the Underwriters will purchase from the Company pursuant to the Purchase Agreements (as defined in Section 2.21.2 hereof) an aggregate of 5,500,000 7,000,000 warrants (4,500,000 7,750,000 warrants to be purchased by if the Sponsor, 700,000 warrants to be purchased by the Representative and 300,000 warrants to be purchased by CCMover-allotment option is exercised in full) , which warrants are substantially identical to the warrants underlying the Firm Units Warrants subject to certain exceptions (collectively, the “Placement Warrants”) at a purchase price of $1.25 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, Sponsor has agreed to purchase 6,000,000 warrants (or 6,600,000 warrants if the Over-allotment Option is exercised in full) and the Underwriters and CCM will have agreed to purchase from 1,000,000 warrants (or 1,150,000 warrants if the Company pursuant to Over-allotment option is exercised in full) in the Purchase Agreements, up to an additional 600,000 Placement Warrants (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 $1.25 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Actaggregate. The private placement of the Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Placement Warrants nor the Ordinary Shares issuable upon exercise of the Placement Warrants may be sold, assigned or transferred by the Sponsor, the 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, on behalf of the Underwriters, acknowledges and agrees that the Placement Warrants and the underlying Common Stock will be deemed compensation by the Financial Industry Regulatory 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). Accordingly, the Placement Warrants and the underlying 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, 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, Representative, and Xxxxx & Company, a division of J.V.B. Financial Group, LLC (“CCM”) Sponsor 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 5,500,000 warrants (4,500,000 warrants to be purchased by the Sponsorour Class A common stock at $11.50 per share, 700,000 warrants to be purchased by the Representative and 300,000 warrants to be purchased by CCM) , which warrants are identical to the warrants underlying the Firm Units subject to certain exceptions (the “Placement Warrants”) at a purchase price of $1.25 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, Trust Account to equal the Underwriters product of (i) the number of Units sold and CCM will purchase from the Company pursuant to the Purchase Agreements, up to an additional 600,000 Placement Warrants (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 ii) $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 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 nor the Ordinary Shares issuable upon exercise underlying shares of the Placement Warrants Common Stock may be sold, assigned or transferred by the Sponsor, the Representative, CCM 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 AccountAccount in order for the Trust Account to equal the product of (i) the number of Units sold and (ii) $10.00.

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor, Representative, Sponsor and Xxxxx & Company, a division of J.V.B. Financial Group, LLC (“CCM”) the Underwriters will purchase from the Company pursuant to the Purchase Agreements (as defined in Section 2.21.2 hereof) an aggregate of 5,500,000 ), 8,700,000 warrants (4,500,000 7,500,000 warrants to be purchased by the Sponsor, 700,000 Sponsor and 1,200,000 warrants to be purchased by the Representative and 300,000 warrants Underwriters, based on the Underwriters’ pro rata portions of the number of Firm Units to be purchased by CCMon Schedule A herein) (the “Placement Warrants”), which warrants are identical to the warrants underlying Warrants included in the Firm Units subject to certain exceptions (the “Placement Warrants”) at a purchase price of $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, the Underwriters and CCM will purchase from the Company pursuant to the Purchase Agreements, up to an additional 600,000 Placement Warrants (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 $1.25 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 nor the Ordinary Shares issuable upon exercise (or underlying shares of the Placement Warrants Common Stock) may be sold, assigned or transferred by the Sponsor, the Representative, CCM 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, on behalf of the Underwriters, acknowledges and agrees that the Placement Warrants and the underlying 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). Accordingly, the Placement Warrants and the underlying 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, 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, Representative, Sponsor and Xxxxx & Company, a division of J.V.B. Financial Group, LLC (“CCM”) the Underwriters will purchase from the Company pursuant to the Purchase Agreements (as defined in Section 2.21.2 hereof) an aggregate of 5,500,000 ), 8,000,000 warrants (4,500,000 7,000,000 warrants to be purchased by the Sponsor, 700,000 Sponsor and 1,000,000 warrants to be purchased by the Representative and 300,000 warrants to be purchased by CCM) Underwriters, based on the Underwriters’ pro rata portions of the Deferred Underwriting Commission), which warrants are substantially identical to the warrants underlying the Firm Units Warrants subject to certain exceptions (collectively, the “Placement Warrants”) at a purchase price of $1.25 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, Sponsor and the Underwriters and CCM will purchase from the Company pursuant to the Purchase Agreements, up to an additional 600,000 900,000 Placement Warrants (450,000 750,000 warrants to be purchased by the Sponsor, 105,000 Sponsor and 150,000 warrants to be purchased by the Representative and 45,000 warrants to be purchased by CCMUnderwriters, based on the Underwriters’ pro rata portions of the Deferred Underwriting Commission), at a purchase price of $1.25 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 nor the (or underlying Ordinary Shares issuable upon exercise of the Placement Warrants Shares) may be sold, assigned or transferred by the Sponsor, the Representative, CCM 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, 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 On the Closing Date, the Sponsor, Representative, and Xxxxx & Company, a division of J.V.B. Financial Group, LLC Sponsor (“CCM”and/or its designees) will purchase from the Company pursuant to a Sponsor Warrant Purchase Agreements Agreement (as defined in Section 2.21.2 hereofbelow) an aggregate of 5,500,000 5,050,000 warrants (4,500,000 warrants to be purchased by of the Sponsor, 700,000 warrants to be purchased by the Representative and 300,000 warrants to be purchased by CCM) , which warrants are identical to the warrants underlying the Firm Units subject to certain exceptions Company (the “Placement Warrants”) ), at a purchase price of $1.25 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 Agreement, up to an additional 450,000 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 ActAct or another available exemption. Simultaneously with the Option Closing Date (if any), the Sponsor, the Underwriters and CCM will purchase from the Company pursuant to the Purchase Agreements, up to an additional 600,000 Placement Warrants (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 $1.25 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 nor the Ordinary Shares issuable upon exercise of the Placement Warrants may be sold, assigned or transferred by the Sponsor, the Representative, CCM 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 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, Representative, Sponsor and Xxxxx & Company, a division of J.V.B. Financial Group, LLC (“CCM”) the Representative will purchase from the Company pursuant to the Purchase Agreements (as defined in Section 2.21.2 hereof) an aggregate of 5,500,000 7,630,000 warrants (4,500,000 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, 700,000 Sponsor (or 7,230,000 warrants to be if the Underwriters exercise their Over-allotment Option in full) and 1,000,000 warrants purchased by the Representative and 300,000 warrants to be purchased by CCM) Representative, regardless of whether the Underwriters exercise their Over-allotment Option, which warrants are substantially identical to the warrants underlying included in the Firm Units subject to certain exceptions (the “Placement Warrants”) at a purchase price of $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, the Underwriters and CCM will purchase from the Company pursuant to the Purchase Agreements, up to an additional 600,000 Placement Warrants (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 $1.25 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 nor (or the underlying Ordinary Shares issuable upon exercise of the Placement Warrants Shares) may be sold, assigned or transferred by the Sponsor, the Representative, CCM 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 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). Accordingly, the Placement Warrants and the underlying 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, 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, Representative, and Xxxxx & Company, a division of J.V.B. Financial Group, LLC Sponsor (“CCM”and/or its designees) will purchase from the Company pursuant to a Sponsor Warrant Purchase Agreements Agreement (as defined in Section 2.21.2 hereofbelow) an aggregate of 5,500,000 3,562,750 warrants (4,500,000 warrants to be purchased by of the Sponsor, 700,000 warrants to be purchased by the Representative and 300,000 warrants to be purchased by CCM) Company, which warrants are identical to the warrants underlying the Firm Units Warrants subject to certain exceptions (collectively, the “Placement Warrants”) ), at a purchase price of $1.25 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 337,500 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 ActAct or another available exemption. Simultaneously with the Option Closing Date (if any), the Sponsor, the Underwriters and CCM will purchase from the Company pursuant to the Purchase Agreements, up to an additional 600,000 Placement Warrants (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 $1.25 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 nor the Ordinary Shares issuable upon exercise of the Placement Warrants may be sold, assigned or transferred by the Sponsor, the Representative, CCM 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 Placement Securities and the Founder Shares are hereinafter referred to collectively as the “Securities.”

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor, Representative, Sponsor and Xxxxx & Company, a division of J.V.B. Financial Group, LLC (“CCM”) Cantor will purchase from the Company pursuant to the Purchase Agreements (as defined in Section 2.21.2 hereof) an aggregate of 5,500,000 ), 9,500,000 warrants(or up to 9,725,000 warrants (4,500,000 warrants to be purchased by if the Sponsor, 700,000 warrants to be purchased by the Representative and 300,000 warrants to be purchased by CCM) Over-allotment Option is exercised in full), which warrants are substantially identical to the warrants underlying Warrants included in the Firm Units subject to certain exceptions (collectively, the “Placement Warrants”) at a purchase price of $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, the Underwriters and CCM will purchase from the Company pursuant to the Purchase Agreements, up to an additional 600,000 Placement Warrants (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 $1.25 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 nor the Ordinary Shares issuable upon exercise of the Placement Warrants (or underlying Common Stock) may be sold, assigned or transferred by the Sponsor, the Representative, CCM 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, 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, 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, Representative, and Xxxxx & Company, a division of J.V.B. Financial Group, LLC (“CCM”) Sponsor 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 5,500,000 warrants (4,500,000 warrants to be purchased by the Sponsorour Class A common stock at $11.50 per share, 700,000 warrants to be purchased by the Representative and 300,000 warrants to be purchased by CCM) , which warrants are identical to the warrants underlying the Firm Units subject to certain exceptions (the “Placement Warrants”) at a purchase price of $1.25 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, Trust Account to equal the Underwriters product of (i) the number of Units sold and CCM will purchase from the Company pursuant to the Purchase Agreements, up to an additional 600,000 Placement Warrants (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 ii) $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 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 nor the Ordinary Shares issuable upon exercise underlying shares of the Placement Warrants Common Stock may be sold, assigned or transferred by the Sponsor, the Representative, CCM 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 AccountAccount in order for the Trust Account to equal the product of (i) the number of Units sold and (ii) $10.00.

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor, RepresentativePala, Cantor and Xxxxx & Company, a division of J.V.B. Financial Group, LLC Xxxx will fund $14,500,000 in the aggregate (“CCM”or $16,300,000 if the if the Over-allotment Option is exercised in full) will 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 5,500,000 14,500,000 warrants (4,500,000 or 16,300,000 warrants to be purchased by if the Sponsor, 700,000 warrants to be purchased by the Representative and 300,000 warrants to be purchased by CCM) Over-allotment Option is exercised in full), which warrants are identical to the warrants underlying Warrants included in the Firm Units subject to certain exceptions (the “Placement Warrants”) at a purchase price of $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 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, the Underwriters and CCM will Sponsor has agreed to purchase from the Company pursuant to the Purchase Agreements, up to an additional 600,000 8,100,000 Placement Warrants (450,000 warrants to be purchased by or 9,445,000 Placement Warrants if the Sponsor, 105,000 warrants to be purchased by the Representative and 45,000 warrants to be purchased by CCMOver-allotment Option is exercised in full), at a Pala has agreed to purchase price of $1.25 per 3,000,000 Placement Warrant Warrants (or 3,095,000 Placement Warrants if the Over-allotment Option is exercised in a private placement intended full), Cantor has agreed to be exempt from registration under purchase 2,400,000 Placement Warrants (or 2,760,000 Placement Warrants if the Act pursuant Over-allotment Option is exercised in full) and Xxxx has agreed to Section 4(a)(2) of purchase 1,000,000 Placement Warrants (whether or not the Actunderwriters’ over-allotment option is exercised in full). The private placement of the Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Placement Warrants nor the Ordinary Shares issuable upon exercise of the Placement Warrants may be sold, assigned or transferred by the Sponsor, the RepresentativePala, CCM 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, on behalf of the Underwriters, acknowledges and agrees that the Placement Warrants to be purchased by Cantor and Xxxx and the Ordinary Shares underlying such Placement Warrants will be deemed compensation by the Financial Industry Regulatory 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). Accordingly, the Placement Warrants and the 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 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, 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 On or prior to the Closing Date, the Sponsor, Representative, and Xxxxx & Company, a division of J.V.B. Financial Group, LLC Sponsor (“CCM”and/or its designees) will purchase from the Company pursuant to a Private Placement Warrant Purchase Agreements Agreement (as defined in Section 2.21.2 hereofbelow) an aggregate of 5,500,000 4,095,000 private warrants (4,500,000 warrants to be purchased by or 4,376,250 if the Sponsorover-allotment option is exercised in full) of the Company (collectively, 700,000 warrants to be purchased by the Representative and 300,000 warrants to be purchased by CCM) , which warrants are identical to the warrants underlying the Firm Units subject to certain exceptions (the “Placement Private Warrants”) at a purchase price of $1.25 1.00 per 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 Private Placement Warrant Purchase Agreement up to an additional 281,250 Private Warrants at a purchase price of $1.00 per 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. Simultaneously with the Option Closing Date (if any), the Sponsor, the Underwriters and CCM will purchase from the Company pursuant to the Purchase Agreements, up to an additional 600,000 Placement Warrants (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 $1.25 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 nor the Ordinary Shares issuable upon exercise of the Placement Private Warrants may be sold, assigned or transferred by the Sponsor, the Representative, CCM 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 AccountAccount on the Closing Date or the Option Closing Date, as the case may be.

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor, Representative, Sponsor and Xxxxx & Company, a division of J.V.B. Financial Group, LLC (“CCM”) Cantor will purchase from the Company pursuant to the Purchase Agreements (as defined in Section 2.21.2 hereof) an aggregate of 5,500,000 warrants (4,500,000 warrants to be purchased by the Sponsor), 700,000 warrants to be purchased by the Representative and 300,000 warrants to be purchased by CCM) 8,000,000 warrants, which warrants are substantially identical to the warrants underlying Warrants included in the Firm Units subject to certain exceptions (collectively, the “Placement Warrants”) at a purchase price of $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, the Underwriters and CCM will purchase from the Company pursuant to the Purchase Agreements, up to an additional 600,000 Placement Warrants (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 $1.25 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 nor the Ordinary Shares issuable upon exercise of the Placement Warrants (or underlying Common Stock) may be sold, assigned or transferred by the Sponsor, the Representative, CCM 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, 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, 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, Representative, and Xxxxx & Company, a division of J.V.B. Financial Group, LLC Sponsor (“CCM”and/or its designees) will purchase from the Company pursuant to a Sponsor Warrant Purchase Agreements Agreement (as defined in Section 2.21.2 hereofbelow) an aggregate of 5,500,000 4,450,000 warrants (4,500,000 warrants to be purchased by of the Sponsor, 700,000 warrants to be purchased by the Representative and 300,000 warrants to be purchased by CCM) , which warrants are identical to the warrants underlying the Firm Units subject to certain exceptions Company (the “Placement Warrants”) ), at a purchase price of $1.25 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 Agreement, up to an additional 270,000 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 ActAct or another available exemption. Simultaneously with the Option Closing Date (if any), the Sponsor, the Underwriters and CCM will purchase from the Company pursuant to the Purchase Agreements, up to an additional 600,000 Placement Warrants (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 $1.25 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 nor the Ordinary Shares issuable upon exercise of the Placement Warrants may be sold, assigned or transferred by the Sponsor, the Representative, CCM 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 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, Representative, Sponsor and Xxxxx & Company, a division of J.V.B. Financial Group, LLC (“CCM”) Cantor will purchase from the Company pursuant to the Purchase Agreements (as defined in Section 2.21.2 hereof) an aggregate of 5,500,000 ), 9,500,000 warrants (4,500,000 or up to 9,725,000 warrants to be purchased by if the Sponsor, 700,000 warrants to be purchased by the Representative and 300,000 warrants to be purchased by CCM) Over-allotment Option is exercised in full), which warrants are substantially identical to the warrants underlying Warrants included in the Firm Units subject to certain exceptions (collectively, the “Placement Warrants”) at a purchase price of $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, the Underwriters and CCM will purchase from the Company pursuant to the Purchase Agreements, up to an additional 600,000 Placement Warrants (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 $1.25 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 nor the Ordinary Shares issuable upon exercise of the Placement Warrants (or underlying Common Stock) may be sold, assigned or transferred by the Sponsor, the Representative, CCM 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, 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, 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, Representative, Sponsor and Xxxxx & Company, a division of J.V.B. Financial Group, LLC (“CCM”) BTIG will purchase from the Company pursuant to the Purchase Agreements (as defined in Section 2.21.2 hereof) an aggregate of 5,500,000 ), 11,500,000 private placement warrants (4,500,000 10,350,000 warrants to be purchased by the Sponsor, 700,000 Sponsor and 1,150,000 warrants to be purchased by the Representative and 300,000 warrants BTIG), each exercisable to be purchased by CCM) purchase one Class A Ordinary Share at $11.50 per share, which warrants are identical to the warrants underlying the Firm Units subject to certain exceptions (the “Placement Warrants”) at a purchase price of $1.25 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 will purchase from the Company pursuant to the Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), up to an additional 690,000 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 ActAct (the “Option Private Placement Warrants”). Simultaneously with the The Private Placement Warrants and Option Closing Date (Private Placement Warrants, if any), the Sponsor, the Underwriters and CCM will purchase from the Company pursuant are substantially identical to the Purchase AgreementsWarrants, up subject to an additional 600,000 Placement Warrants (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 $1.25 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the 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 nor the underlying Class A Ordinary Shares issuable upon exercise of the Placement Warrants may be sold, assigned or transferred by the Sponsor, the Representative, CCM Underwriters or their permitted transferees until thirty (30) 30 days after consummation of a Business Combination. Certain The Representative, on behalf of the 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). Accordingly, the Placement Warrants and the underlying Class A 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, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up 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.

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor, Representative, Company’s initial stockholders and Xxxxx & Company, a division of J.V.B. Financial Group, LLC (“CCM”) the Representative will purchase from the Company pursuant to the Purchase Agreements (as defined in Section 2.21.2 hereof) an aggregate of 5,500,000 warrants (4,500,000 warrants to be purchased by the Sponsor, 700,000 warrants to be purchased by the Representative and 300,000 warrants to be purchased by CCM) 7,375,000 warrants, which warrants are identical to the warrants underlying Warrants included in the Firm Units subject to certain exceptions (the “Placement Warrants”) at a purchase price of $1.25 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 Underwriters and CCM Representative will purchase from the Company pursuant to the Purchase Agreements, up to an additional 600,000 Placement Warrants (450,000 warrants to be purchased by the Sponsorand 150,000 Placement Warrants, 105,000 warrants to be purchased by the Representative and 45,000 warrants to be purchased by CCM)respectively, at a purchase price of $1.25 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 nor the Ordinary Shares issuable upon exercise (or underlying shares of the Placement Warrants Common Stock) may be sold, assigned or transferred by the Sponsor, the Representative, CCM 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.

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor, Representative, Sponsor and Xxxxx & Company, a division of J.V.B. Financial Group, LLC (“CCM”) the Representative will purchase from the Company pursuant to the Purchase Agreements (as defined in Section 2.21.2 hereof) ), an aggregate of 5,500,000 warrants (4,500,000 warrants to be purchased by the Sponsor, 700,000 warrants to be purchased by the Representative and 300,000 warrants to be purchased by CCM) 7,250,000 warrants, which warrants are substantially identical to the warrants underlying the Firm Units Warrants, subject to certain exceptions (the “Placement Warrants”) at a purchase price of $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, the Underwriters and CCM will purchase from the Company pursuant to the Purchase Agreements, up to an additional 600,000 Placement Warrants (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 $1.25 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 nor the (or underlying Ordinary Shares issuable upon exercise of the Placement Warrants Shares) may be sold, assigned or transferred by the Sponsor, the Representative, CCM 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, Representative, and Xxxxx & Company, a division of J.V.B. Financial Group, LLC (“CCM”) Sponsor will purchase from the Company pursuant to the Purchase Agreements (as defined in Section 2.21.2 hereof) an aggregate of 5,500,000 warrants (4,500,000 warrants ), 6,750,000 private placement warrants, each exercisable to be purchased by the Sponsorpurchase one Class A Ordinary Share at $11.50 per share, 700,000 warrants to be purchased by the Representative and 300,000 warrants to be purchased by CCM) , which warrants are identical to the warrants underlying the Firm Units subject to certain exceptions (the “Placement Warrants”) at a purchase price of $1.25 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 will purchase from the Company pursuant to the Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), up to an additional 675,000 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 ActAct (the “Option Private Placement Warrants”). Simultaneously with the The Private Placement Warrants and Option Closing Date (Private Placement Warrants, if any), the Sponsor, the Underwriters and CCM will purchase from the Company pursuant are substantially identical to the Purchase AgreementsWarrants, up subject to an additional 600,000 Placement Warrants (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 $1.25 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the 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 nor the underlying Class A Ordinary Shares issuable upon exercise of the Placement Warrants may be sold, assigned or transferred by the Sponsor, the Representative, CCM Underwriters or their permitted transferees until thirty (30) 30 days after consummation of a Business Combination. Certain Accordingly, the Placement Warrants and the underlying Class A 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, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up 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.

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor, Representative, Company’s initial stockholders and Xxxxx & Company, a division of J.V.B. Financial Group, LLC (“CCM”) the Representative will purchase from the Company pursuant to the Purchase Agreements (as defined in Section 2.21.2 hereof) an aggregate of 5,500,000 warrants (4,500,000 warrants to be purchased by the Sponsor, 700,000 warrants to be purchased by the Representative and 300,000 warrants to be purchased by CCM) 7,375,000 warrants, which warrants are identical to the warrants underlying Warrants included in the Firm Units subject to certain exceptions (the “Placement Warrants”) at a purchase price of $1.25 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, the Underwriters and CCM Company’s initial stockholders will purchase from the Company pursuant to the Purchase Agreements, up to an additional 600,000 Placement Warrants (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)Warrants, at a purchase price of $1.25 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 nor the Ordinary Shares issuable upon exercise (or underlying shares of the Placement Warrants Common Stock) may be sold, assigned or transferred by the Sponsor, the Representative, CCM 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.

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor, Representative, and Xxxxx & Company, a division of J.V.B. Financial Group, LLC (“CCM”) Sponsor will purchase from the Company pursuant to the Purchase Agreements Agreement (as defined in Section 2.21.2 hereof) an aggregate of 5,500,000 warrants (4,500,000 warrants hereof),10,270,000 private placement warrants, each exercisable to be purchased by the Sponsorpurchase one Class A Ordinary Share at $11.50 per share, 700,000 warrants to be purchased by the Representative and 300,000 warrants to be purchased by CCM) , which warrants are identical to the warrants underlying the Firm Units subject to certain exceptions (the “Placement Warrants”) at a purchase price of $1.25 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 will purchase from the Company pursuant to the Purchase Agreement up to an additional 1,200,000 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 ActAct (the “Option Private Placement Warrants”). Simultaneously with the The Private Placement Warrants and Option Closing Date (Private Placement Warrants, if any), the Sponsor, the Underwriters and CCM will purchase from the Company pursuant are substantially identical to the Purchase AgreementsWarrants, up subject to an additional 600,000 Placement Warrants (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 $1.25 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the 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 nor the underlying Class A Ordinary Shares issuable upon exercise of the Placement Warrants may be sold, assigned or transferred by the Sponsor, the Representative, CCM 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.

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor, Representative, Sponsor and Xxxxx & Company, a division of J.V.B. Financial Group, LLC (“CCM”) the Representative will purchase from the Company pursuant to Purchase Agreements (as defined in Section 2.21.2 hereof) an aggregate of 5,500,000 ), 9,200,000 warrants (4,500,000 10,280,000 warrants to be purchased by if the Sponsor, 700,000 warrants to be purchased by the Representative and 300,000 warrants to be purchased by CCM) Over-allotment Option is exercised in full), which warrants are substantially identical to the warrants underlying Warrants included in the Firm Units Units, subject to certain exceptions (the “Placement Warrants”) ), at a purchase price of $1.25 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, the Underwriters and CCM will Sponsor has agreed to purchase from the Company pursuant to the Purchase Agreements, up to an additional 600,000 8,300,000 Placement Warrants (450,000 warrants to be purchased by or 9,245,000 Placement Warrants if the SponsorOver-allotment Option is exercised in full), 105,000 warrants to be purchased by and the Representative and 45,000 warrants has agreed to be purchased by CCMpurchase 900,000 Placement Warrants (or 1,035,000 Placement Warrants if the Over-allotment Option is exercised in full), at a purchase price of $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 nor the Ordinary Shares issuable upon exercise (or underlying shares of the Placement Warrants Common Stock) may be sold, assigned or transferred by the Sponsor, the Representative, CCM 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, on behalf of the Underwriters, acknowledges and agrees that the Placement Warrants and the underlying 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). Accordingly, the Placement Warrants and the underlying 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 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, 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, (i) the Sponsor, Representative, and Xxxxx & Company, a division of J.V.B. Financial Group, LLC (“CCM”) Sponsor will purchase from the Company pursuant to the Sponsor Purchase Agreements Agreement (as defined in Section 2.21.2 hereof) an aggregate of 5,500,000 6,000,000 warrants (4,500,000 6,600,000 warrants to be purchased by if the Sponsor, 700,000 warrants to be purchased by the Representative and 300,000 warrants to be purchased by CCMover-allotment option is exercised in full) , which warrants are substantially identical to the warrants underlying the Firm Units Warrants subject to certain exceptions (collectively, the “Placement Warrants”), and (ii) the Representative will purchase from the Company pursuant to the Representative Purchase 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), in each case at a purchase price of $1.25 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, the Underwriters and CCM Sponsor will purchase from the Company Company, pursuant to the Sponsor Purchase AgreementsAgreement, up to an additional 600,000 Placement Warrants (450,000 warrants to be purchased by the SponsorWarrants, 105,000 warrants to be purchased by and the Representative and 45,000 warrants will purchase from the Company, pursuant to be purchased by CCM)the Representative Purchase Agreement, 300,000 Placement Warrants, in each case at a purchase price of $1.25 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 nor the (or underlying Ordinary Shares issuable upon exercise of the Placement Warrants Shares) may be sold, assigned or transferred by the Sponsor, the Representative, CCM 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.

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor, Representative, Sponsor and Xxxxx & Company, a division of J.V.B. Financial Group, LLC (“CCM”) the Underwriters will purchase from the Company pursuant to the Purchase Agreements (as defined in Section 2.21.2 hereof) an aggregate of 5,500,000 ), 7,265,000 private placement warrants (4,500,000 6,765,000 warrants to be purchased by the Sponsor, 700,000 Sponsor and 500,000 warrants to be purchased by the Representative Underwriters), each exercisable to purchase one Class A Ordinary Share at $11.50 per share, 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 300,000 warrants 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 CCM) , which warrants are identical the Sponsor and 75,000 Private Placement Warrants to be purchased by the warrants underlying the Firm Units subject to certain exceptions (the “Placement Warrants”Underwriters) at a purchase price of $1.25 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 (Private Placement Warrants, if any), the Sponsor, the Underwriters and CCM will purchase from the Company pursuant are substantially identical to the Purchase AgreementsWarrants, up subject to an additional 600,000 Placement Warrants (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 $1.25 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the 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 nor the underlying Class A Ordinary Shares issuable upon exercise of the Placement Warrants may be sold, assigned or transferred by the Sponsor, the Representative, CCM 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. In addition, for as long as any Private Placement Warrants, Option Private Placement Warrants, and underlying Class A Ordinary Shares are held by the Underwriters or their designees or affiliates, such Private Placement Warrants, Option Private Placement Warrants and underlying Class A Ordinary Shares will be subject to the lock-up and registration rights limitations imposed by FINRA Rule 5110 and may not be exercised after five years from the effective date of the Registration Statement (as defined herein).

Warrant Private Placement. Simultaneously with the Closing Date, (i) the Sponsor, Representative, and Xxxxx & Company, a division of J.V.B. Financial Group, LLC (“CCM”) 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 Underwriters will purchase from the Company pursuant to the Underwriters Purchase Agreements (as defined in Section 2.21.2 hereof) an aggregate of 5,500,000 warrants 2,000,000 Placement Warrants (4,500,000 warrants to be purchased by 2,300,000 Placement Warrants if the SponsorOver-allotment Option is exercised in full), 700,000 warrants to be purchased by the Representative and 300,000 warrants to be purchased by CCM) , which warrants are identical to the warrants underlying the Firm Units subject to certain exceptions (the “Placement Warrants”) in each case at a purchase price of $1.25 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, the Underwriters and CCM Sponsor will purchase from the Company Company, pursuant to the Sponsor Purchase Agreement, up to an additional 600,000 Placement Warrants, and the Underwriters will purchase from the Company, pursuant to the Underwriters Purchase Agreements, up to an additional 600,000 300,000 Placement Warrants (450,000 warrants to be purchased by the SponsorWarrants, 105,000 warrants to be purchased by the Representative and 45,000 warrants to be purchased by CCM), in each case at a purchase price of $1.25 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 nor the (or underlying Ordinary Shares issuable upon exercise of the Placement Warrants Shares) may be sold, assigned or transferred by the Sponsor, the Representative, CCM 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.

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor, Representative, Sponsor and Xxxxx & Company, a division of J.V.B. Financial Group, LLC (“CCM”) BTIG will purchase from the Company pursuant to the Purchase Agreements (as defined in Section 2.21.2 hereof) an aggregate of 5,500,000 ), 10,300,000 private placement warrants (4,500,000 9,300,000 warrants to be purchased by the Sponsor, 700,000 Sponsor and 1,000,000 warrants to be purchased by the Representative and 300,000 warrants BTIG), each exercisable to be purchased by CCM) purchase one Class A Ordinary Share at $11.50 per share, which warrants are identical to the warrants underlying the Firm Units subject to certain exceptions (the “Placement Warrants”) at a purchase price of $1.25 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 will purchase from the Company pursuant to the Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), up to an additional 600,000 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 ActAct (the “Option Private Placement Warrants”). Simultaneously with the The Private Placement Warrants and Option Closing Date (Private Placement Warrants, if any), the Sponsor, the Underwriters and CCM will purchase from the Company pursuant are substantially identical to the Purchase AgreementsWarrants, up subject to an additional 600,000 Placement Warrants (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 $1.25 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the 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 nor the underlying Class A Ordinary Shares issuable upon exercise of the Placement Warrants may be sold, assigned or transferred by the Sponsor, the Representative, CCM Underwriters or their permitted transferees until thirty (30) 30 days after consummation of a Business Combination. Certain The Representative, on behalf of the 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). Accordingly, the Placement Warrants and the underlying Class A 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, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up 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, Representative, Sponsor and Xxxxx & Company, a division of J.V.B. Financial Group, LLC (“CCM”) the Representative will purchase from the Company pursuant to Purchase Agreements (as defined in Section 2.21.2 hereof) an aggregate of 5,500,000 ), 8,000,000 warrants (4,500,000 8,900,000 warrants to be purchased by if the Sponsor, 700,000 warrants to be purchased by the Representative and 300,000 warrants to be purchased by CCM) Over-allotment Option is exercised in full), which warrants are substantially identical to the warrants underlying Warrants included in the Firm Units Units, subject to certain exceptions (the “Placement Warrants”) ), at a purchase price of $1.25 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, the Underwriters and CCM will Sponsor has agreed to purchase from the Company pursuant to the Purchase Agreements, up to an additional 600,000 7,250,000 Placement Warrants (450,000 warrants to be purchased by or 8,037,500 Placement Warrants if the SponsorOver-allotment Option is exercised in full), 105,000 warrants to be purchased by and the Representative and 45,000 warrants has agreed to be purchased by CCMpurchase 750,000 Placement Warrants (or 862,500 Placement Warrants if the Over-allotment Option is exercised in full), at a purchase price of $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 nor the Ordinary Shares issuable upon exercise (or underlying shares of the Placement Warrants Common Stock) may be sold, assigned or transferred by the Sponsor, the Representative, CCM 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, on behalf of the Underwriters, acknowledges and agrees that the Placement Warrants and the underlying 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). Accordingly, the Placement Warrants and the underlying 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 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, 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, (i) the Sponsor, Representative, and Xxxxx & Company, a division of J.V.B. Financial Group, LLC (“CCM”) Sponsor will purchase from the Company pursuant to the Purchase Agreements Agreement (as defined in Section 2.21.2 hereof) an aggregate of 5,500,000 ), 5,526,667 warrants (4,500,000 or 5,787,667 warrants to be purchased by if the Sponsor, 700,000 warrants to be purchased by the Representative and 300,000 warrants to be purchased by CCM) Over-allotment Option is exercised), which warrants are identical to the warrants underlying Warrants included in the Firm Units Units, subject to certain exceptions (the “Placement Warrants”) at a purchase price of $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), and (ii) the Sponsor, the Underwriters and CCM Representative will purchase from the Company pursuant to the Purchase AgreementsAgreement 1,740,000 Placement Warrants, up to an additional 600,000 Placement Warrants (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), in each case at a purchase price of $1.25 1.50 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 Representative is referred to herein as the “Warrant Private Placement.” None of the Placement Warrants nor the Ordinary Shares issuable upon exercise (or underlying shares of the Placement Warrants Common Stock) may be sold, assigned or transferred by the Sponsor, Sponsor or the Representative, CCM 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 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). Accordingly, the Placement Warrants and the underlying 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 except to any FINRA member participating in the Offering and the officers or partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period.