Common use of Warrant Private Placement Clause in Contracts

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor (and/or its designees) will purchase from the Company pursuant to a Placement Warrant Purchase Agreement (as defined in Section 2.21.2 below) an aggregate of 4,700,000 warrants of the Company to purchase one share of Common Stock, which warrants are identical to the Warrants subject to certain exceptions (collectively, the “Placement Warrants”) at a purchase price of $1.00 per Placement Warrant in a private placement (the “Warrant Private Placement”) intended to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) of the Securities Act. The terms of the Placement Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Placement Warrant Purchase 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 Securities Act pursuant to Section 4(a)(2) of the Securities Act. None of the Placement Warrants may be sold, assigned or transferred by the Sponsor or the Representative or their respective transferees until thirty (30) days 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.

Warrant Private Placement. Simultaneously with On the Closing Date, the Sponsor (and/or its designees) will purchase from the Company pursuant to a Placement Sponsor Warrant Purchase Agreement (as defined in Section 2.21.2 below) an aggregate of 4,700,000 6,000,000 warrants of the Company to purchase one share of Common Stock, which warrants are identical to the Warrants subject to certain exceptions (collectively, the “Placement Warrants”) ), at a purchase price of $1.00 per Placement Warrant in a private placement (the “Warrant Private Placement”) intended to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) of the Securities 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 Placement Sponsor Warrant Purchase Agreement, up to an additional 450,000 600,000 Placement Warrants at a purchase price of $1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Securities Act pursuant to Section 4(a)(2) of the Securities ActAct or another available exemption. None of the Placement Warrants may be sold, assigned or transferred by the Sponsor or the Representative or their respective its transferees until thirty (30) days 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 shares of Common Stock 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 sold in the Warrant Private Placement. The Public Securities, the Representative Shares, the Placement Warrants and the Founder Shares are hereinafter referred to collectively as the “Securities.”

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor (and/or its designees) and the Underwriters will purchase from the Company pursuant to a Placement Warrant the Purchase Agreement Agreements (as defined in Section 2.21.2 below) an aggregate of 4,700,000 hereof), 8,500,000 warrants (7,750,000 warrants to be purchased by the Sponsor and 750,000 warrants to be purchased by the Underwriters, based on the Underwriters’ pro rata portions of the Company number of Firm Units to purchase one share of Common Stockbe purchased on Schedule A herein) (the “Placement Warrants”), which warrants are identical to the Warrants included in the Firm Units subject to certain exceptions (collectivelyexceptions, the “Placement Warrants”) at a purchase price of $1.00 per Placement Warrant in a private placement (the “Warrant Private Placement”) intended to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) of the Securities Act. The terms of the Placement Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Placement Warrant Purchase 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 Securities Act pursuant to Section 4(a)(2) of the Securities 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 shares of Common Stock) may be sold, assigned or transferred by the Sponsor or Sponsor, the Representative Underwriters or their respective permitted transferees until thirty (30) days after consummation of a Business Combination. The purchase price for proceeds from the sale of the Placement Warrants to shall 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 deposited into the Trust Account to the extent needed for the Trust Account to equal 102% of the gross proceeds from the Offering. The Representative, on behalf of the Closing Date 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 Option Closing Datesubject of any hedging, as short sale, derivative, put, or call transaction that would result in the case may beeffective 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 (and/or its designees) will purchase from the Company pursuant to a Placement Warrant Purchase Agreement (as defined in Section 2.21.2 below) an aggregate of 4,700,000 4,200,000 warrants of the Company to purchase one share of Common Stock, which warrants are identical to the Warrants subject to certain exceptions (collectively, the “Placement Warrants”) at a purchase price of $1.00 per Placement Warrant in a private placement (the “Warrant Private Placement”) intended to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) of the Securities Act. The terms of the Placement Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Placement Warrant Purchase Agreement, up to an additional 450,000 300,000 Placement Warrants at a purchase price of $1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Securities Act pursuant to Section 4(a)(2) of the Securities Act. None of the Placement Warrants may be sold, assigned or transferred by the Sponsor or the Representative or their respective transferees until thirty (30) days 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.

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor (and/or its designees) will purchase from the Company pursuant to a Placement Warrant Purchase Agreement (as defined in Section 2.21.2 below) an aggregate of 4,700,000 5,000,000 warrants of the Company to purchase one share of Common Stock, which warrants are identical to the Warrants subject to certain exceptions (collectively, the “Placement Warrants”) at a purchase price of $1.00 per Placement Warrant in a private placement (the “Warrant Private Placement”) intended to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) of the Securities Act. The terms of the Placement Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Placement Warrant Purchase Agreement, up to an additional 450,000 495,000 Placement Warrants at a purchase price of $1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Securities Act pursuant to Section 4(a)(2) of the Securities Act. None of the Placement Warrants may be sold, assigned or transferred by the Sponsor or the Representative or their respective transferees until thirty (30) days 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.

Warrant Private Placement. Simultaneously with On the Closing Date, (x) the Sponsor (and/or its designees) will purchase from the Company pursuant to a Placement Sponsor Warrant Purchase Agreement (as defined in Section 2.21.2 below) an aggregate of 4,700,000 7,300,000 warrants of the Company (the “Sponsor Placement Warrants”) and (y) the Representative (and/or its designees) will purchase from the Company pursuant to purchase one share a Representative Warrant Purchase Agreement (as defined in Section 2.21.2 below) an aggregate of Common Stock, which 875,000 warrants are identical to of the Warrants subject to certain exceptions Company (collectivelythe “Representative Placement Warrants” and together with the Sponsor Placement Warrants, the “Placement Warrants”) ), at a purchase price of $1.00 per Placement Warrant in a private placement (the “Warrant Private Placement”) intended to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) of the Securities 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 Placement Sponsor Warrant Purchase Agreement, up to an additional 450,000 787,500 Placement Warrants and the Representative will purchase from the Company pursuant to the Representative Warrant Purchase Agreement, up to an additional 131,250 Placement Warrants at a purchase price of $1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Securities Act pursuant to Section 4(a)(2) of the Securities ActAct or another available exemption. None of the Placement Warrants may be sold, assigned or transferred by the Sponsor or the Representative or their respective permitted transferees until thirty (30) days after consummation of a Business Combination. The purchase price for the Sponsor Placement Warrants to be paid by the Sponsor has been delivered to CST or counsel to the Company or the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be. The Placement Warrants and the shares of Common Stock issuable upon exercise of the Placement Warrants 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 sold in the Warrant Private Placement. The Public Securities, the Placement Warrants and the Founder Shares are hereinafter referred to collectively as the “Securities.”

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor (and/or its designees) and the Representative will purchase from the Company pursuant to a Placement Warrant the Purchase Agreement Agreements (as defined in Section 2.21.2 below) an aggregate of 4,700,000 hereof), 7,265,000 private placement warrants of (6,765,000 warrants to be purchased by the Company Sponsor and 500,000 warrants to be purchased by the Representative), each exercisable to purchase one share of Common StockClass A Ordinary Share at $11.50 per share, which warrants are identical to the Warrants subject to certain exceptions (collectively, the “Placement Warrants”) at a purchase price of $1.00 per warrant (the “Private Placement Warrant Warrants”) in a private placement (the “Warrant Private Placement”) intended to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) of the Securities Act. The terms of the Placement Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), the Sponsor and the Representative will purchase from the Company pursuant to the Placement Warrant Purchase Agreement, Agreements up to an additional 450,000 675,000 Private Placement Warrants (600,000 Private Placement Warrants to be purchased by the Sponsor and 75,000 Private Placement Warrants to be purchased by the Representative) at a purchase price of $1.00 per Private Placement Warrant in a private placement intended to be exempt from registration under the Securities Act pursuant to Section 4(a)(2) of the Securities ActAct (the “Option Private Placement Warrants”). The Private Placement Warrants and Option Private Placement Warrants, if any, are substantially identical to the Warrants, subject to certain exceptions. The private placement of the Private Placement Warrants and the Option Private Placement Warrants, if any, is referred to herein as the “Warrant Private Placement.” None of the Private Placement Warrants nor the underlying Class A Ordinary Shares may be sold, assigned or transferred by the Sponsor or the Representative or their respective permitted transferees until thirty (30) 30 days after consummation of a Business Combination. The purchase price for Certain proceeds from the sale of the Private Placement Warrants to and all of the proceeds from the sale of the Option Private Placement Warrants, if any, shall be paid 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 Sponsor has been delivered to CST Representative or counsel its designee or affiliates, such Private Placement Warrants, Option Private Placement Warrants and underlying Class A Ordinary Shares will be subject to the Company or lock-up and registration rights limitations imposed by FINRA Rule 5110 and may not be exercised after five years from the Representative to hold in a separate escrow account at least 24 hours prior to effective date of 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, Registration Statement (as the case may bedefined herein).