Common use of Warrant Private Placement Clause in Contracts

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor will purchase from the Company pursuant to the Purchase Agreement (as defined in Section 2.21.2 hereof), 4,816,667 warrants (5,166,667 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”) at a purchase price of $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 will purchase from the Company pursuant to the Purchase Agreement, up to an additional 350,000 Placement Warrants, at a purchase price of $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 Shares) may be sold, assigned or transferred by the Sponsor or 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 will purchase from the Company pursuant to the Purchase Agreement (as defined in Section 2.21.2 hereof), 4,816,667 warrants (5,166,667 warrants if the over-allotment option is exercised in full) 5,333,333 warrants, which warrants are substantially identical to the Warrants included in the Firm Units, subject to certain exceptions (collectively, the “Placement Warrants”) ), at a purchase price of $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 will purchase from the Company pursuant to the Purchase Agreement, up to an additional 350,000 600,000 Private Placement Warrants, 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 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 or 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.

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor will purchase from the Company pursuant to the Purchase Agreement (as defined in Section 2.21.2 hereof), 4,816,667 warrants (5,166,667 warrants if the over-allotment option is exercised in full) 13,535,500 warrants, which warrants are substantially identical to the Warrants included in the Firm Units, subject to certain exceptions (collectively, the “Private Placement Warrants”) ), at a purchase price of $1.50 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 the Option Closing Date (if any), the Sponsor will purchase from the Company Company, pursuant to the Purchase Agreement, up to an additional 350,000 1,500,000 Private Placement Warrants, Warrants at a purchase price of $1.50 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 of the Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Private Placement Warrants (or underlying Ordinary Sharesshares of Common Stock) may be sold, assigned or transferred by the Sponsor or its permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Private Placement Warrants shall be deposited into the Trust Account.

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor will purchase from the Company pursuant to the a Purchase Agreement (as defined in Section 2.21.2 hereof), 4,816,667 an aggregate of 5,000,000 warrants (5,166,667 or up to 5,450,000 warrants if the overOver-allotment option Option is exercised in full) ), which warrants are substantially identical to the Warrants included in the Firm Units, subject to certain exceptions (collectively, the “Placement Warrants”) at a purchase price of $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 will purchase from the Company pursuant to the Purchase Agreement, up to an additional 350,000 Placement Warrants, at a purchase price of $1.50 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 Other than as permitted by the Insider Letter (as defined below), none of the Placement Warrants (or underlying Ordinary Sharesshares of Common Stock) may be sold, assigned or transferred by the Sponsor or 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.

Warrant Private Placement. Simultaneously with the Closing Date, (x) the Sponsor will purchase from the Company pursuant to the a Warrant Purchase Agreement (as defined in Section 2.21.2 hereof)2.24.2 below) an aggregate of 6,000,000 warrants of the Company, 4,816,667 warrants (5,166,667 warrants if the over-allotment option is exercised in full) which warrants are substantially identical to the Warrants included in the Firm Units subject to certain exceptions (collectively, the “Placement Warrants”) ), at a purchase price of $1.50 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 Purchase Agreement, up to an additional 350,000 Placement Warrants, at a purchase price of $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 terms of the Placement Warrants is referred to herein are as described in the “Warrant Private Placement.” Prospectus (as defined in Section 2.1.1 below). None of the Placement Warrants (or nor the underlying Ordinary Shares) shares of Common Stock issuable upon exercise of the Placement Warrants may be sold, assigned or transferred by the Sponsor or 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.

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor will purchase from the Company pursuant to the Purchase Agreement (as defined in Section 2.21.2 hereof), 4,816,667 7,500,000 warrants (5,166,667 8,625,000 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”) at a purchase price of $1.50 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 Purchase Agreement, up to an additional 350,000 1,125,000 Placement Warrants, at a purchase price of $1.50 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 or 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 will purchase from the Company pursuant to the Purchase Agreement (as defined in Section 2.21.2 hereof), 4,816,667 warrants (5,166,667 warrants if the over-allotment option is exercised in full) which warrants are substantially identical 4,000,000 private placement warrants, each exercisable to the Warrants subject to certain exceptions (collectivelypurchase one Class A Ordinary Share at $11.50 per share, the “Placement Warrants”) at a purchase price of $1.50 1.00 per warrant (the “Private Placement Warrant 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. Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Purchase Agreement, up to an additional 350,000 375,000 Private Placement Warrants, Warrants at a purchase price of $1.50 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 of the Private Placement Warrants 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 or its permitted transferees until thirty (30) 30 days after consummation of a Business Combination. Certain $2,500,000 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.

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor will purchase from the Company pursuant to the Purchase Agreement (as defined in Section 2.21.2 hereof), 4,816,667 4,333,333 warrants (5,166,667 4,733,333 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”) at a purchase price of $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 will purchase from the Company pursuant to the Purchase Agreement, up to an additional 350,000 400,000 Placement Warrants, at a purchase price of $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 Shares) may be sold, assigned or transferred by the Sponsor or 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 will purchase from the Company pursuant to the Purchase Agreement (as defined in Section 2.21.2 hereof), 4,816,667 warrants (5,166,667 warrants if the over-allotment option is exercised in full) which warrants are substantially identical 6,000,000 private placement warrants, each exercisable to the Warrants subject to certain exceptions (collectivelypurchase one Class A Ordinary Share at $11.50 per share, the “Placement Warrants”) at a purchase price of $1.50 1.00 per warrant (the “Private Placement Warrant 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. Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Purchase Agreement, up to an additional 350,000 600,000 Private Placement Warrants, Warrants at a purchase price of $1.50 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 of the Private Placement Warrants 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 or 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.

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor will purchase from the Company pursuant to the a Purchase Agreement (as defined in Section 2.21.2 hereof), 4,816,667 an aggregate of 5,333,333 warrants (5,166,667 or up to 5,933,333 warrants if the overOver-allotment option Option is exercised in full) which warrants are substantially identical to the Warrants subject to certain exceptions (collectively), the “Placement Warrants”) at a purchase price of $1.50 per warrant, each warrant entitling the holder, upon exercise, to purchase one share of Common Stock for $11.50 per share, subject to adjustment (the “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 the Option Closing Date (if anyWarrants”), the Sponsor will purchase from the Company pursuant to the Purchase Agreement, up to an additional 350,000 Placement Warrants, at a purchase price of $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 Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus. The private placement of the Placement Warrants is referred to herein as the “Warrant Private Placement.” None Other than as permitted by (a) the Insider Letter (as defined below) or (b) any transfers as between an Insider and the Sponsor, none of the Private Placement Warrants (or underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor or 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.

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor will purchase from the Company pursuant to the Purchase Agreement (as defined in Section 2.21.2 hereof), 4,816,667 warrants (5,166,667 warrants if the over-allotment option is exercised in full) which warrants are substantially identical 8,000,000 private placement warrants, each exercisable to the Warrants subject to certain exceptions (collectivelypurchase one Class A Ordinary Share at $11.50 per share, the “Placement Warrants”) at a purchase price of $1.50 1.00 per warrant (the “Private Placement Warrant 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. Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Purchase Agreement, up to an additional 350,000 750,000 Private Placement Warrants, Warrants at a purchase price of $1.50 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 of the Private Placement Warrants 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 or its permitted transferees until thirty (30) 30 days after consummation of a Business Combination. Certain $5,000,000 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 will purchase from the Company pursuant to the Purchase Agreement (as defined in Section 2.21.2 hereof), 4,816,667 warrants (5,166,667 warrants if the over-allotment option is exercised in full) which warrants are substantially identical 7,500,000 private placement warrants, each exercisable to the Warrants subject to certain exceptions (collectivelypurchase one Class A Ordinary Share at $11.50 per share, the “Placement Warrants”) at a purchase price of $1.50 1.00 per warrant (the “Private Placement Warrant 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. Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Purchase Agreement, up to an additional 350,000 675,000 Private Placement Warrants, Warrants at a purchase price of $1.50 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 of the Private Placement Warrants 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 or its permitted transferees until thirty (30) 30 days after consummation of a Business Combination. Certain $5,250,000 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 will purchase from the Company pursuant to the a Purchase Agreement (as defined in Section 2.21.2 hereof), 4,816,667 an aggregate of 9,333,333 warrants (5,166,667 or up to 10,533,333 warrants if the overOver-allotment option Option is exercised in full) which warrants are substantially identical to the Warrants subject to certain exceptions (collectively), the “Placement Warrants”) at a purchase price of $1.50 per warrant, each warrant entitling the holder, upon exercise, to purchase one share of Common Stock for $11.50 per share, subject to adjustment (the “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 the Option Closing Date (if anyWarrants”), the Sponsor will purchase from the Company pursuant to the Purchase Agreement, up to an additional 350,000 Placement Warrants, at a purchase price of $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 Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus. The private placement of the Placement Warrants is referred to herein as the “Warrant Private Placement.” None Other than as permitted by (a) the Insider Letter (as defined below) or (b) any transfers as between an Insider and the Sponsor, none of the Private Placement Warrants (or underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor or 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.

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor will purchase from the Company pursuant to the Purchase Agreement (as defined in Section 2.21.2 hereof), 4,816,667 8,000,000 warrants (5,166,667 8,900,000 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”) at a purchase price of $1.50 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 Purchase Agreement, up to an additional 350,000 900,000 Placement Warrants, at a purchase price of $1.50 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 or 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 will purchase from the Company pursuant to the a Purchase Agreement (as defined in Section 2.21.2 hereof), 4,816,667 an aggregate of 8,000,000 warrants (5,166,667 or up to 9,000,000 warrants if the overOver-allotment option Option is exercised in full) which warrants are substantially identical to the Warrants subject to certain exceptions (collectively), the “Placement Warrants”) at a purchase price of $1.50 per warrant, each warrant entitling the holder, upon exercise, to purchase one share of Common Stock for $11.50 per share, subject to adjustment (the “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 the Option Closing Date (if anyWarrants”), the Sponsor will purchase from the Company pursuant to the Purchase Agreement, up to an additional 350,000 Placement Warrants, at a purchase price of $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 Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus. The private placement of the Placement Warrants is referred to herein as the “Warrant Private Placement.” None Other than as permitted by (a) the Insider Letter (as defined below) or (b) any transfers as between an Insider and the Sponsor, none of the Private Placement Warrants (or underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor or 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.

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor will purchase from the Company pursuant to the a Purchase Agreement (as defined in Section 2.21.2 hereof), 4,816,667 an aggregate of 8,000,000 warrants (5,166,667 or up to 9,000,000 warrants if the over-Over- allotment option Option is exercised in full) which warrants are substantially identical to the Warrants subject to certain exceptions (collectively), the “Placement Warrants”) at a purchase price of $1.50 per warrant, each warrant entitling the holder, upon exercise, to purchase one share of Common Stock for $11.50 per share, subject to adjustment (the “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 the Option Closing Date (if anyWarrants”), the Sponsor will purchase from the Company pursuant to the Purchase Agreement, up to an additional 350,000 Placement Warrants, at a purchase price of $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 Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus. The private placement of the Placement Warrants is referred to herein as the “Warrant Private Placement.” None Other than as permitted by (a) the Insider Letter (as defined below) or (b) any transfers as between an Insider and the Sponsor, none of the Private Placement Warrants (or underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor or 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.

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor will purchase from the Company pursuant to the Purchase Agreement (as defined in Section 2.21.2 hereof), 4,816,667 6,000,000 warrants (5,166,667 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”) at a purchase price of $1.50 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 Purchase Agreement, up to an additional 350,000 600,000 Placement Warrants, at a purchase price of $1.50 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 or 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 will purchase from the Company pursuant to the Purchase Agreement (as defined in Section 2.21.2 hereof), 4,816,667 6,933,333 warrants (5,166,667 7,633,333 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”) at a purchase price of $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 will purchase from the Company pursuant to the Purchase Agreement, up to an additional 350,000 700,000 Placement Warrants, at a purchase price of $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 Shares) may be sold, assigned or transferred by the Sponsor or 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 will purchase from the Company pursuant to the a Purchase Agreement (as defined in Section 2.21.2 hereof), 4,816,667 an aggregate of 4,000,000 warrants (5,166,667 or up to 4,400,000 warrants if the overOver-allotment option Option is exercised in full) which warrants are substantially identical to the Warrants subject to certain exceptions (collectively), the “Placement Warrants”) at a purchase price of $1.50 per warrant, each warrant entitling the holder, upon exercise, to purchase one share of Common Stock for $11.50 per share, subject to adjustment (the “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 the Option Closing Date (if anyWarrants”), the Sponsor will purchase from the Company pursuant to the Purchase Agreement, up to an additional 350,000 Placement Warrants, at a purchase price of $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 Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus. The private placement of the Placement Warrants is referred to herein as the “Warrant Private Placement.” None Other than as permitted by (a) the Insider Letter (as defined below) or (b) any transfers as between an Insider and the Sponsor, none of the Private Placement Warrants (or underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor or 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.

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor will purchase from the Company pursuant to the a Purchase Agreement (as defined in Section 2.21.2 hereof), 4,816,667 an aggregate of 6,666,667 warrants (5,166,667 or up to 7,466,667 warrants if the overOver-allotment option Option is exercised in full) which warrants are substantially identical to the Warrants subject to certain exceptions (collectively), the “Placement Warrants”) at a purchase price of $1.50 per warrant, each warrant entitling the holder, upon exercise, to purchase one share of Common Stock for $11.50 per share, subject to adjustment (the “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 the Option Closing Date (if anyWarrants”), the Sponsor will purchase from the Company pursuant to the Purchase Agreement, up to an additional 350,000 Placement Warrants, at a purchase price of $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 Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus. The private placement of the Placement Warrants is referred to herein as the “Warrant Private Placement.” None Other than as permitted by (a) the Insider Letter (as defined below) or (b) any transfers as between an Insider and the Sponsor, none of the Private Placement Warrants (or underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor or 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.

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor will purchase from the Company pursuant to the Purchase Agreement (as defined in Section 2.21.2 hereof), 4,816,667 warrants (5,166,667 warrants if the over-allotment option is exercised in full) 4,200,000 warrants, which warrants are substantially identical to the Warrants included in the Firm Units, subject to certain exceptions (collectively, the “Placement Warrants”) ), at a purchase price of $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 will purchase from the Company pursuant to the Purchase Agreement, up to an additional 350,000 400,000 Private Placement Warrants, 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 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 or 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.

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor will purchase from the Company pursuant to the Purchase Agreement (as defined in Section 2.21.2 hereof), 4,816,667 6,266,667 warrants (5,166,667 6,866,667 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”) at a purchase price of $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 will purchase from the Company pursuant to the Purchase Agreement, up to an additional 350,000 600,000 Placement Warrants, at a purchase price of $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 Shares) may be sold, assigned or transferred by the Sponsor or 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 will purchase from the Company pursuant to the Purchase Agreement (as defined in Section 2.21.2 hereof), 4,816,667 7,000,000 warrants (5,166,667 7,750,000 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”) at a purchase price of $1.50 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 Purchase Agreement, up to an additional 350,000 750,000 Placement Warrants, at a purchase price of $1.50 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 or 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 will purchase from the Company pursuant to the Purchase Agreement (as defined in Section 2.21.2 hereof), 4,816,667 warrants (5,166,667 warrants if the over-allotment option is exercised in full) 6,200,000 warrants, which warrants are substantially identical to the Warrants included in the Firm Units, subject to certain exceptions (collectively, the “Placement Warrants”) ), at a purchase price of $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 will purchase from the Company pursuant to the Purchase Agreement, up to an additional 350,000 700,000 Private Placement Warrants, 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 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 or 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.

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor will purchase from the Company pursuant to the a Purchase Agreement (as defined in Section 2.21.2 hereof), 4,816,667 an aggregate of 4,666,667 warrants (or up to 5,166,667 warrants if the overOver-allotment option Option is exercised in full) which warrants are substantially identical to the Warrants subject to certain exceptions (collectively), the “Placement Warrants”) at a purchase price of $1.50 per warrant, each warrant entitling the holder, upon exercise, to purchase one share of Common Stock for $11.50 per share, subject to adjustment (the “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 the Option Closing Date (if anyWarrants”), the Sponsor will purchase from the Company pursuant to the Purchase Agreement, up to an additional 350,000 Placement Warrants, at a purchase price of $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 Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus. The private placement of the Placement Warrants is referred to herein as the “Warrant Private Placement.” None Other than as permitted by (a) the Insider Letter (as defined below) or (b) any transfers as between an Insider and the Sponsor, none of the Private Placement Warrants (or underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor or 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.

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor will purchase from the Company pursuant to the Purchase Agreement (as defined in Section 2.21.2 hereof), 4,816,667 8,550,000 warrants (5,166,667 9,450,000 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”) at a purchase price of $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 will purchase from the Company pursuant to the Purchase Agreement, up to an additional 350,000 900,000 Placement Warrants, at a purchase price of $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 Shares) may be sold, assigned or transferred by the Sponsor or 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 will purchase from the Company pursuant to the Purchase Agreement (as defined in Section 2.21.2 hereof), 4,816,667 7,725,000 warrants (5,166,667 8,875,000 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”) at a purchase price of $1.50 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 Purchase Agreement, up to an additional 350,000 1,150,000 Placement Warrants, at a purchase price of $1.50 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 or 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.