Common use of Warrant Private Placement Clause in Contracts

Warrant Private Placement. Simultaneously with the Closing, the Sponsor (and/or its designees) and I-Bankers Securities, Inc. will separately purchase from the Company pursuant to the Warrants Purchase Agreement (as defined below) an aggregate of 7,300,000 warrants of the Company (collectively, the “Placement Warrants”) in a private placement (the “Warrant Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The Placement Warrants and the securities underlying the Placement Warrants are hereinafter referred to collectively as the “Placement Securities.” The Placement Warrants shall be identical to the Warrants sold in the Offering except that the warrants included in the Placement Warrants shall be (x) non-redeemable by the Company, and (y) may be exercised for cash or on a cashless basis, in each case so long as the warrants continue to be held by the initial purchasers of the Placement Warrants or their permitted transferees (provided, that if the Placement Warrants are not held by holders other than the initial purchasers or any of their permitted transferees, the Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Warrants included in the Firm Units being sold in this Offering). There will be no placement agent in the Warrant Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Placement Securities.

Warrant Private Placement. Simultaneously with the ClosingClosing Date, the Sponsor (and/or its designees) and I-Bankers Securities, Inc. the Representative will separately purchase from the Company pursuant to the Warrants Purchase Agreement Agreements (as defined below) in Section 2.21.2 hereof), an aggregate of 7,300,000 12,250,000 warrants of (9,750,000 warrants to be purchased by the Company Sponsor and 2,500,000 warrants to be purchased by the Representative), which warrants are substantially identical to the Warrants, subject to certain exceptions (collectively, the “Placement Warrants”) at a purchase price of $1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the “Sponsor will purchase from the Company pursuant to the Sponsor Purchase Agreement, up to an additional 750,000 Placement Warrants, at a purchase price of $1.00 per Placement Warrant Private Placement”) in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The Placement Warrants and the securities underlying the Placement Warrants are hereinafter referred to collectively as the “Placement Securities.” The Placement Warrants shall be identical to the Warrants sold in the Offering except that the warrants included in the Placement Warrants shall be (x) non-redeemable by the Company, and (y) may be exercised for cash or on a cashless basis, in each case so long as the warrants continue to be held by the initial purchasers private placement of the Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Placement Warrants (or underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor, the Representative or their permitted transferees until thirty (provided, that if the Placement Warrants are not held by holders other than the initial purchasers or any 30) days after consummation of their permitted transferees, the Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Warrants included in the Firm Units being sold in this Offering)a Business Combination. There will be no placement agent in the Warrant Private Placement and no party shall be entitled to a placement fee or expense allowance Certain proceeds from the sale of the Placement SecuritiesWarrants 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 ClosingClosing Date, (i) the Sponsor (and/or its designees) and I-Bankers Securities, Inc. the Underwriters will separately purchase from the Company Company, pursuant to the Warrants Purchase Agreement Agreements (as defined below) in Section 2.21.3 hereof), an aggregate of 7,300,000 5,000,000 warrants of (3,500,000 by the Company Sponsor and 1,500,000 warrants by the Underwriters) (collectively, the “Placement Warrants”) ), which warrants are substantially identical to the Warrants included in the Firm Units, subject to certain exceptions, at a purchase price of $1.00 per Placement Warrant, in a private placement (the “Warrant Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The Underwriters agree to purchase Placement Warrants and consistent with their pro rata allocation of the securities underlying the Placement Warrants are hereinafter referred to collectively as the “Placement Securities.” Offering. The Placement Warrants shall be identical to the Warrants sold in the Offering except that the warrants included in the Placement Warrants shall be (x) non-redeemable by the Company, and (y) may be exercised for cash or on a cashless basis, in each case so long as the warrants continue to be held by the initial purchasers private placement of the Placement Warrants or their permitted transferees (provided, that if to the Placement Warrants are not held by holders other than Sponsor and the initial purchasers or any of their permitted transferees, the Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis Underwriters is referred to herein as the Warrants included in the Firm Units being sold in this Offering). There will be no placement agent in the “Warrant Private Placement and no party shall be entitled to a placement fee or expense allowance Placement.” Certain proceeds from the sale of the Placement SecuritiesWarrants shall be deposited into the Trust Account. None of the Placement Warrants (or underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor, the Underwriters or their permitted transferees until thirty (30) days after consummation of a Business Combination. The Underwriters acknowledge and agree that the Placement Warrants and the underlying Ordinary Shares acquired by the Underwriters pursuant to the Purchase Agreement (as defined in Section 2.21.3) will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of one hundred and eighty (180) days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Underwriters pursuant to the Underwriters Purchase Agreement (as defined in Section 2.21.3) may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for one hundred and eighty (180) days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, 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 ClosingClosing Date, the Sponsor (and/or its designees) and I-Bankers Securities, Inc. will separately purchase from the Company pursuant to the Warrants a Sponsor Warrant Purchase Agreement (as defined in Section 2.21.2 below) an aggregate of 7,300,000 4,925,000 warrants of the Company (collectively, the “Placement Warrants”) ), at a purchase price of $1.00 per Placement Warrant in a private placement (the “Warrant Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the ActAct 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 487,500 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 Act or another available exemption. None of the Placement Warrants may be sold, assigned or transferred by the Sponsor or its transferees until after consummation of a Business Combination. The purchase price for the 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 securities underlying shares of Common Stock issuable upon exercise of the Placement Warrants are hereinafter referred to collectively as the “Placement Securities.” The No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Placement Warrants shall be identical to the Warrants Securities sold in the Offering except that Warrant Private Placement. The Public Securities, the warrants included in the Placement Warrants shall be (x) non-redeemable by the Company, and (y) may be exercised for cash or on a cashless basis, in each case so long as the warrants continue to be held by the initial purchasers of the Placement Warrants or their permitted transferees (provided, that if the Placement Warrants are not held by holders other than the initial purchasers or any of their permitted transfereesRepresentative Shares, the Placement Warrants will be redeemable by and the Company and exercisable by the holders on the same basis Founder Shares are hereinafter referred to collectively as the Warrants included in the Firm Units being sold in this Offering). There will be no placement agent in the Warrant Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Placement “Securities.”

Warrant Private Placement. Simultaneously with the Closing, the Sponsor (and/or its designees) and I-Bankers Securities, Inc. will separately purchase from the Company pursuant to the Warrants Purchase Agreement (as defined below) an aggregate of 7,300,000 6,550,000 warrants of the Company (collectively, the “Placement Warrants”) in a private placement (the “Warrant Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The Placement Warrants and the securities underlying the Placement Warrants are hereinafter referred to collectively as the “Placement Securities.” The Placement Warrants shall be identical to the Warrants sold in the Offering except that the warrants included in the Placement Warrants shall be (x) non-redeemable by the Company, and (y) may be exercised for cash or on a cashless basis, in each case so long as the warrants continue to be held by the initial purchasers of the Placement Warrants or their permitted transferees (provided, that if the Placement Warrants are not held by holders other than the initial purchasers or any of their permitted transferees, the Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Warrants included in the Firm Units being sold in this Offering). There will be no placement agent in the Warrant Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Placement Securities.