Common use of Delivery and Payment Clause in Contracts

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to the Closing Date) shall be made at 10:00 AM, New York City time, on , 2006, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the Company. (b) Payment for the Underwritten Securities shall be made as follows: $___ (or $___ per Underwritten Security) shall be deposited in the Trust Fund pursuant to the terms of the Trust Agreement and $___ shall be paid to the order of the Company upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Underwritten Securities (or through the facilities of the Depository Trust Company (the “DTC”)) for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two (2) Business Days prior to the Closing Date. The Company will permit the Representatives to examine and package the Underwritten Securities for delivery, at least one (1) Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives for all the Underwritten Securities. (c) Payment for the Option Securities shall be made as follows: $7.40 per Option Security shall be deposited in the Trust Fund pursuant to the Trust Agreement upon delivery to the Representatives of certificates (in form and substance satisfactory to the Underwriters) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The certificates representing the Option Securities to be delivered will be in such denominations and registered in such names as the Representatives request not less than two (2) Business Days prior to the Closing Date and will be made available to the Representatives for inspection, checking and packaging at the aforesaid office of the Company’s transfer agent or correspondent not less than one (1) Business Day prior to such Closing Date. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of DTC unless the Representatives shall otherwise instruct. (d) If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to Citigroup Global Markets Inc., at 3▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the Company. If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to the Closing Date) shall be made on the date and at 10:00 AM, New York City time, on , 2006, the time specified in Schedule I hereto or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives and the Company Trust or as provided in Section 9 8 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company Trust by wire transfer payable in same-day funds to an account specified by the Company. (b) Payment for Trust. In the Underwritten Securities shall be made as follows: $___ (or $___ per Underwritten Security) shall be deposited in event the Representatives receive the appropriate authorization and direction from the Trust Fund pursuant to the terms of the Trust Agreement and $___ shall be paid to the order of the Company upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Underwritten Securities (or through the facilities of the Depository Trust Company (the “DTC”)) for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two (2) Business Days prior to the Closing Date. The Company will permit the Representatives to examine and package the Underwritten Securities for delivery, at least one (1) Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives for all the Underwritten Securities. (c) Payment for the Option Securities shall be made as follows: $7.40 per Option Security shall be deposited in the Trust Fund pursuant to the Trust Agreement upon delivery to the Representatives of certificates (in form and substance satisfactory to the Underwriters) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The certificates representing the Option Securities to be delivered will be in such denominations and registered in such names as the Representatives request not less than two (2) Business Days prior to on the Closing Date the Underwriters through the Representatives are directed to pay the Trust the purchase price set forth in Schedule I, less the commission specified in Section 3(b) hereof, against delivery of the Securities and will be made available the Underwriters acknowledge that the receipt of the commission specified in Section 3(b) hereof from the Trust’s entitlement to the Representatives for inspection, checking and packaging at the aforesaid office gross proceeds represents payment in full of the Company’s transfer agent or correspondent not less than one (1) Business Day prior commission payable by the Trust pursuant to such Closing Datethis Agreement. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of DTC The Depository Trust Company unless the Representatives shall otherwise instructinstruct and agree to with the Trust. (db) If As compensation for the option provided for in Section 2(b) hereof is exercised after services rendered by the third Business Day prior Underwriters to the Closing DateTrust in respect of the issuance and sale of the Securities, the Company Trust on the Closing Date will deliver the Option Securities (at the expense of the Company) pay to Citigroup Global Markets Inc., at 3▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment Underwriters a commission of 1.000% of the principal amount of the Securities sold to the Underwriters under this Agreement. In the event the authorization and direction from the Trust referred to in Section 3(a) hereof is not received by the several Underwriters through prior to the Closing Date, payment to the Representatives of the purchase price thereof to or upon commission specified in this Section 3(b) shall be made on the order of the Company Closing Date by wire transfer payable in same-same day funds to an account specified by the CompanyRepresentatives. If settlement for All payments to be made by the Option Securities occurs after the Closing Date, the Company will deliver Trust to the Representatives on the settlement date as compensation for the Option Securities, and the obligation of services rendered by the Underwriters to purchase the Option Trust in respect of the issuance and sale of the Securities hereunder shall be conditioned upon receipt ofmade without withholding or deduction for or on account of any present or future taxes, supplemental opinionsduties or governmental charges whatsoever provided that each Underwriter deals at arm’s length with the Trust (as such term is understood for purposes of the Income Tax Act (Canada)), certificates and letters confirming as any such commission or fee is payable in respect of services rendered by an Underwriter wholly outside of Canada that are performed in the ordinary course of business carried on by the Underwriter that includes the performance of such date services for a fee and any such amount is reasonable in the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereofcircumstances.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) 2 hereof shall have been exercised on or before the third second Business Day prior to the Closing Date) shall be made at [10:00 AMa.m.], New York City time, on [●], 20062021, or at such time on such later date not more than three two Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the CompanyCompany and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. (b) Payment for the Underwritten Securities shall be made as follows: $___ 143,750,000 of the proceeds received by the Company for the Underwritten Securities (or including $___ per Underwritten Security5,031,250 of Deferred Discount) shall be deposited in the Trust Fund Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants (the “Private Placement Portion”) in order for the Trust Account to equal the product of (i) the number of Units sold and (ii) $___ shall be paid 10.00, upon delivery to the order Representatives of the Company Underwritten Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance reasonably satisfactory to the RepresentativesRepresentative) representing the Underwritten Securities (or through the facilities of the Depository Trust Company (the “DTC”)) Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two (2) Business Days prior to the Closing Date. The If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Underwritten Securities for delivery, at least one (1) Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives for all the Underwritten Securities. (c) Payment for the Option Securities shall be made as follows: $7.40 9.80 per Option Security (including $0.35 per Option Security of Deferred Discount) shall be deposited in the Trust Fund Account pursuant to the terms of the Trust Agreement upon delivery to the Representatives of the Option Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance reasonably satisfactory to the UnderwritersRepresentative) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The certificates representing the Option Securities to shall be delivered will be in such denominations and registered in such name or names and in such authorized denominations as the Representatives may request not less than in writing at least two (2) Business Days prior to the Closing Date and will be made available to the Representatives for inspection, checking and packaging at the aforesaid office of the Company’s transfer agent or correspondent not less than one (1) Business Day prior to such Closing Date. Delivery of the Underwritten Securities and the Option Securities shall be If delivery is not made through the facilities of DTC unless DTC, the Company will permit the Representatives to examine and package the Option Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall otherwise instructnot be obligated to sell or deliver the Option Securities except upon tender of payment by the Representatives for all the Option Securities. (d) If the option provided for in Section 2(b) 2 hereof is exercised after the third second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to Citigroup Global Markets Inc.the Representative, at 3▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇in the same manner as the delivery of the Underwritten Securities, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ on the date specified by the Representatives (which shall be within three at least two Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable Trust Account as described above in same-day funds to an account specified by the CompanySection 3(b). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date Additional Closing Date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third second Business Day prior to the Closing Date) shall be made at 10:00 AM[•] a.m., New York City time, on [•], 20062021, or at such time on such later date not more than three at least two Business Days after the foregoing date as the Representatives Representative shall designate, which date and time may be postponed by agreement between the Representatives Representative and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the CompanyCompany and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. (b) Payment for the Underwritten Securities shall be made as follows: $___ (or $___ per Underwritten Security) 343,000,000 of the proceeds received by the Company shall be deposited in the Trust Fund Account pursuant to the terms of the Trust Agreement and $___ shall be paid to the order along with such portion of the Company gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representatives Representative of the Underwritten Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Underwritten Securities (or through the facilities of the Depository Trust Company (the “DTC”)) Securities, in each case for the account of the UnderwritersUnderwriter. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two (2) Business Days prior to the Closing Date. The If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Underwritten Securities for delivery, at least one (1) Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives Representative for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the Closing Date. (c) Payment for the Option Securities shall be made as follows: $7.40 9.80 per Option Security (including any Deferred Discount attributable to the Option Securities) shall be deposited in the Trust Fund Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus, upon delivery to the Representatives Representative of the Option Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the UnderwritersRepresentative) representing the Option Securities (or through the facilities of DTC) for the account of the UnderwritersUnderwriter. The certificates representing the Option Securities to shall be delivered will be in such denominations and registered in such name or names and in such authorized denominations as the Representatives Representative may request not less than in writing at least two (2) Business Days prior to the Closing Date and will be made available to the Representatives for inspection, checking and packaging at the aforesaid office of the Company’s transfer agent or correspondent not less than one (1) Business Day prior to such Closing Date. Delivery of the Underwritten Securities and the Option Securities shall be If delivery is not made through the facilities of DTC unless DTC, the Representatives Company will permit the Representative to examine and package the Option Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall otherwise instructnot be obligated to sell or deliver the Option Securities except upon tender of payment by the Representative for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the applicable settlement date. (d) If the option provided for in Section 2(b) hereof is exercised after the third second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representative, at c/o Citigroup Global Markets Inc., at 3▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ the date specified by the Representatives Representative (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to or upon the order of the Company by wire transfer payable Trust Account as described above in same-day funds to an account specified by the CompanySection 3(c). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives Representative on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third second Business Day prior to the Closing Date) shall be made at 10:00 AMa.m., New York City time, on [●], 20062021, or at such time on such later date not more than three at least two Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the CompanyCompany and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. (b) Payment for the Underwritten Securities shall be made as follows: $___ (or 196,000,000 of the proceeds received by the Company for the Underwritten Securities, including $___ per Underwritten Security) 7,000,000 of the Deferred Discount, shall be deposited in the Trust Fund Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and $___ shall be paid the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the order Representatives of the Company Underwritten Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Underwritten Securities (or through the facilities of the Depository Trust Company (the “DTC”)) Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two (2) Business Days prior to the Closing Date. The If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Underwritten Securities for delivery, at least one (1) Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives for all the Underwritten Securities. (c) Payment for the Option Securities shall be made as follows: $7.40 9.80 per Option Security (including any Deferred Discount attributable to the Option Securities) shall be deposited in the Trust Fund Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus, upon delivery to the Representatives of the Option Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the UnderwritersRepresentatives) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The certificates representing the Option Securities to shall be delivered will be in such denominations and registered in such name or names and in such authorized denominations as the Representatives may request not less than in writing at least two (2) Business Days prior to the Closing Date and will be made available to the Representatives for inspection, checking and packaging at the aforesaid office of the Company’s transfer agent or correspondent not less than one (1) Business Day prior to such Closing Date. Delivery of the Underwritten Securities and the Option Securities shall be If delivery is not made through the facilities of DTC unless DTC, the Company will permit the Representatives to examine and package the Option Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall otherwise instructnot be obligated to sell or deliver the Option Securities except upon tender of payment by the Representatives for all the Option Securities. (d) If the option provided for in Section 2(b) hereof is exercised after the third second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at c/o Citigroup Global Markets Inc., at 3▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, and ▇.▇. ▇▇▇▇▇▇ Securities LLC, at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, on the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable Trust Account as described above in same-day funds to an account specified by the CompanySection 3(c). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to immediately preceeding the Closing Date) shall be made at 10:00 AMa.m., New York City time, on [●], 20062013, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives Representative shall designate, which date and time may be postponed by agreement between the Representatives Representative and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the CompanyCompany and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. (b) Payment for the Underwritten Securities shall be made as follows: $___ (or 145,250,000 of the proceeds received by the Company for the Underwritten Securities, including $___ per Underwritten Security) 5,250,000 of Deferred Discount, shall be deposited in the Trust Fund Account pursuant to the terms of the Trust Agreement and $___ 1,750,000 shall be paid to the order of the Company upon delivery to the Representatives Representative of the Underwritten Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Underwritten Securities (or through the facilities of the Depository Trust Company (the “DTC”)) , in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two (2) Business Days prior to the Closing Date. The If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Underwritten Securities for delivery, at least one (1) Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives Representative for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the payment by the Sponsor to CT, as escrow agent, for the Private Placement Warrants at least one Business Day prior to the Closing Date. 2 Expense reimbursement to be discussed with Citi. (c) Payment for the Option Securities shall be made as follows: $7.40 9.80 per Option Security (including any Deferred Discount attributable to the Option Securities) shall be deposited in the Trust Fund Account pursuant to the terms of the Trust Agreement upon delivery to the Representatives Representative of the Option Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the UnderwritersRepresentative) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The certificates representing the Option Securities to shall be delivered will be in such denominations and registered in such name or names and in such authorized denominations as the Representatives Representative may request not less than in writing at least two (2) Business Days prior to the Closing Date and will be made available to the Representatives for inspection, checking and packaging at the aforesaid office of the Company’s transfer agent or correspondent not less than one (1) Business Day prior to such Closing Date. Delivery of the Underwritten Securities and the Option Securities shall be If delivery is not made through the facilities of DTC unless DTC, the Representatives Company will permit the Representative to examine and package the Option Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall otherwise instruct. (d) not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representative for all the Option Securities. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to Citigroup Global Markets Inc., at 3▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ the date specified by the Representatives Representative (which shall be within at least three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to or upon the order of the Company by wire transfer payable Trust Account as described above in same-day funds to an account specified by the CompanySection 3(b). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives Representative on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b2(a) hereof shall have been exercised on or before the third second Business Day prior to immediately preceding the Closing Date) shall be made at 10:00 AMa.m., New York City time, on [●], 20062021, or at such time on such later date not more than three two Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the CompanyCompany and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. (b) Payment for the Underwritten Securities shall be made as follows: $___ (or 343,000,000 of the proceeds received by the Company for the Underwritten Securities, including $___ per Underwritten Security) 12,250,000 of the Deferred Discount, shall be deposited in the Trust Fund Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of public units sold and $___ shall be paid the Public Offering price per unit as set forth on the cover of the Prospectus upon delivery to the order Representatives of the Company Underwritten Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Underwritten Securities (or through the facilities of the Depository Trust Company (the “DTC”)) Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two (2) Business Days prior to the Closing Date. The If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Underwritten Securities for delivery, at least one (1) Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the Closing Date. (c) Payment for the Option Securities shall be made as follows: $7.40 9.80 per Option Security (including any Deferred Discount attributable to the Option Securities) shall be deposited in the Trust Fund Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the Public Offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representatives of the Option Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the UnderwritersRepresentatives) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The certificates representing the Option Securities to shall be delivered will be in such denominations and registered in such name or names and in such authorized denominations as the Representatives may request not less than in writing at least two (2) Business Days prior to the Closing Date and will be made available to the Representatives for inspection, checking and packaging at the aforesaid office of the Company’s transfer agent or correspondent not less than one (1) Business Day prior to such Closing Date. Delivery of the Underwritten Securities and the Option Securities shall be If delivery is not made through the facilities of DTC unless DTC, the Company will permit the Representatives to examine and package the Option Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall otherwise instruct. (d) not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representatives for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the applicable settlement date. If the option provided for in Section 2(b) hereof is exercised after the third second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to Citigroup Global Markets the Representatives, at c/o Deutsche Bank Securities Inc., at 3▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ and Credit Suisse Securities (USA) LLC, Eleven ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇, ▇▇▇▇ on the date specified by the Representatives (which shall be within three at least two Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable Trust Account as described above in same-day funds to an account specified by the CompanySection 3(c). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) ‎2 hereof shall have been exercised on or before the third Business Day prior to the Closing Date) shall be made at 10:00 AM[•] [a][p].m., New York City time, on [•], 20062020, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives and the Company or as provided in Section 9 ‎9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the CompanyCompany and to the Trust Account as described below in this Section ‎3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. (ba) Payment for the Underwritten Securities shall be made as follows: $___ 490,000,000 of the net proceeds for the Underwritten Securities (or including $___ per Underwritten Security17,500,000 of Deferred Discount) shall be deposited in the Trust Fund Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and $___ shall be paid the Public Offering price per Unit as set forth on the cover of the Prospectus upon delivery to the order Representatives of the Company Underwritten Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Underwritten Securities (or through the facilities of the Depository Trust Company (the “DTC”)) Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two (2) Business Days prior to the Closing Date. The If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Underwritten Securities for delivery, at least one (1) Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives for all the Underwritten Securities. (cb) Payment for the Option Securities shall be made as follows: $7.40 9.80 per Option Security (including $0.35 per Option Security of Deferred Discount) shall be deposited in the Trust Fund Account pursuant to the terms of the Trust Agreement upon delivery to the Representatives of the Option Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the UnderwritersRepresentatives) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The certificates representing the Option Securities to shall be delivered will be in such denominations and registered in such name or names and in such authorized denominations as the Representatives may request not less than in writing at least two (2) Business Days prior to the Closing Date and will be made available to the Representatives for inspection, checking and packaging at the aforesaid office of the Company’s transfer agent or correspondent not less than one (1) Business Day prior to such Closing Date. Delivery of the Underwritten Securities and the Option Securities shall be If delivery is not made through the facilities of DTC unless DTC, the Company will permit the Representatives to examine and package the Option Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall otherwise instruct. (d) not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representatives for all the Option Securities. If the option provided for in Section 2(b) ‎2 hereof is exercised after the third Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to Citigroup Global Markets Inc.the Representatives, at 31▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ on the date specified by the Representatives (which shall be within at least three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable Trust Account as described above in same-day funds to an account specified by the CompanySection ‎3(b). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option SecuritiesSecurities (such date, the “Option Closing Date”), and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, negative assurance letters, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 ‎6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to immediately preceding the Closing Date) shall be made at 10:00 AMa.m., New York City time, on [ ], 20062015, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives Representative shall designate, which date and time may be postponed by agreement between the Representatives Representative and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the CompanyCompany and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. (b) Payment for the Underwritten Securities shall be made as follows: $___ (or 146,250,000 of the proceeds received by the Company for the Underwritten Securities, including $___ per Underwritten Security) 5,250,000 of the Deferred Discount, shall be deposited in the Trust Fund Account pursuant to the terms of the Trust Agreement and $___ shall be paid to the order along with such portion of the Company gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of public units sold and the Public Offering price per unit as set forth on the cover of the Prospectus upon delivery to the Representatives Representative of the Underwritten Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Underwritten Securities (or through the facilities of the Depository Trust Company (the “DTC”)) Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two (2) Business Days prior to the Closing Date. The If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Underwritten Securities for delivery, at least one (1) Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives Representative for all the Underwritten Securities. (c) Payment for the Option Securities shall be made as follows: $7.40 9.75 per Option Security (including any Deferred Discount attributable to the Option Securities) shall be deposited in the Trust Fund Account pursuant to the terms of the Trust Agreement upon delivery to the Representatives Representative of the Option Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the UnderwritersRepresentative) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The certificates representing the Option Securities to shall be delivered will be in such denominations and registered in such name or names and in such authorized denominations as the Representatives Representative may request not less than in writing at least two (2) Business Days prior to the Closing Date and will be made available to the Representatives for inspection, checking and packaging at the aforesaid office of the Company’s transfer agent or correspondent not less than one (1) Business Day prior to such Closing Date. Delivery of the Underwritten Securities and the Option Securities shall be If delivery is not made through the facilities of DTC unless DTC, the Representatives Company will permit the Representative to examine and package the Option Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall otherwise instruct. (d) not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representative for all the Option Securities. At least one Business Day prior to the Option Securities settlement date, the Company shall deposit the proceeds from the sale of the applicable Private Placement Warrants into the Trust Account. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to Citigroup Global Markets Inc., at 3▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ the date specified by the Representatives Representative (which shall be within at least three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to or upon the order of the Company by wire transfer payable Trust Account as described above in same-day funds to an account specified by the CompanySection 3(c). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives Representative on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b‎2(b) hereof shall have been exercised on or before the third second Business Day prior to the Closing Date) shall be made at 10:00 AMa.m., New York City time, on [●], 20062021, or at such time on such later date not more than three at least two Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the CompanyCompany and to the Trust Account as described below in this Section ‎3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. (ba) Payment for the Underwritten Securities shall be made as follows: $___ [●] of the net proceeds for the Underwritten Securities (or including $___ per Underwritten Security[●] of Deferred Discount) shall be deposited in the Trust Fund Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants (the “Private Placement Portion”) in order for the Trust Account to equal the product of the number of Units sold and $___ shall be paid the Public Offering price per Unit as set forth on the cover of the Prospectus upon delivery to the order Representatives of the Company Underwritten Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Underwritten Securities (or through the facilities of the Depository Trust Company (the “DTC”)) Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two (2) Business Days prior to the Closing Date. The If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Underwritten Securities for delivery, at least one (1) Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the (i) payment by the Sponsor to the Company for the Private Placement Warrants and (ii) deposit of the Private Placement Portion by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the Closing Date. (cb) Payment for the Option Securities shall be made as follows: $7.40 [●] per Option Security (including $[●] per Option Security of Deferred Discount) shall be deposited in the Trust Fund Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the Public Offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representatives of the Option Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the UnderwritersRepresentatives) representing the Option Securities (or through the facilities of DTC) ), in each case for the account of the Underwriters. The certificates representing the Option Securities to shall be delivered will be in such denominations and registered in such name or names and in such authorized denominations as the Representatives may request not less than in writing at least two (2) Business Days prior to the Closing Date and will be made available to the Representatives for inspection, checking and packaging at the aforesaid office of the Company’s transfer agent or correspondent not less than one (1) Business Day prior to such Closing Date. Delivery of the Underwritten Securities and the Option Securities shall be If delivery is not made through the facilities of DTC unless DTC, the Company will permit the Representatives to examine and package the Option Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall otherwise instruct. (d) not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representatives for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the payment by the Sponsor to the Company for the Private Placement Warrants and deposit of such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the Trust Account, together with the proceeds to be received pursuant to this clause ‎(b), to equal the product of the number of Units sold and the Public Offering price per Unit as set forth on the cover of the Prospectus by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the applicable settlement date. If the option provided for in Section 2(b) ‎2 hereof is exercised after the third second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to Citigroup Global Markets Inc.the Representatives, at 3▇1▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ on the date specified by the Representatives (which shall be within at least three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable Trust Account as described above in same-day funds to an account specified by the CompanySection ‎3(b). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 ‎6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third second Business Day prior to the Closing Date) shall be made at 10:00 AM[•] [a.m./p.m.], New York City time, on [•], 20062021, or at such time on such later date not more than three two Business Days after the foregoing date as the Representatives Representative shall designate, which date and time may be postponed by agreement between the Representatives Representative and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the CompanyCompany and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. (b) Payment for the Underwritten Securities shall be made as follows: $___ 141,750,000 of the proceeds received by the Company for the Underwritten Securities (or including $___ per Underwritten Security8,250,000 of Deferred Discount) shall be deposited in the Trust Fund Account pursuant to the terms of the Trust Agreement and $___ shall be paid to the order along with such portion of the Company gross proceeds of the Private Placement Warrants (the “Private Placement Portion”) in order for the Trust Account to equal the product of (i) the number of Units sold and (ii) $10.00, upon delivery to the Representatives Representative of the Underwritten Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Underwritten Securities (or through the facilities of the Depository Trust Company (the “DTC”)) Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two (2) Business Days prior to the Closing Date. The If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Underwritten Securities for delivery, at least one (1) Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives Representative for all the Underwritten Securities. (c) Payment for the Option Securities shall be made as follows: $7.40 9.80 per Option Security (including $0.35 per Option Security of Deferred Discount) shall be deposited in the Trust Fund Account pursuant to the terms of the Trust Agreement upon delivery to the Representatives Representative of the Option Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the UnderwritersRepresentative) representing the Option Securities (or through the facilities of DTC) for the account of the UnderwritersUnderwriter. The certificates representing the Option Securities to shall be delivered will be in such denominations and registered in such name or names and in such authorized denominations as the Representatives Representative may request not less than in writing at least two (2) Business Days prior to the Closing Date and will be made available to the Representatives for inspection, checking and packaging at the aforesaid office of the Company’s transfer agent or correspondent not less than one (1) Business Day prior to such Closing Date. Delivery of the Underwritten Securities and the Option Securities shall be If delivery is not made through the facilities of DTC unless DTC, the Representatives Company will permit the Representative to examine and package the Option Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall otherwise instructnot be obligated to sell or deliver the Option Securities except upon tender of payment by the Representative for all the Option Securities. (d) If the option provided for in Section 2(b) hereof is exercised after the third second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to Citigroup Global Markets Inc.the Representative, at 3▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇in the same manner as the delivery of the Underwritten Securities, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ on the date specified by the Representatives Representative (which shall be within three at least two Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to or upon the order of the Company by wire transfer payable Trust Account as described above in same-day funds to an account specified by the CompanySection 3(b). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives Representative on the settlement date Additional Closing Date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) 2 hereof shall have been exercised on or before the third Business Day prior to the Closing Date) shall be made at 10:00 AM[●] [a.m./p.m.], New York City time, on [●], 20062022, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the CompanyCompany and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. (ba) Payment for the Underwritten Securities shall be made as follows: $___ 525,000,000 of the net proceeds for the Underwritten Securities (or $___ per Underwritten Securityincluding $ 18,375,000 of Deferred Discount) shall be deposited in the Trust Fund Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and $___ shall be paid the Public Offering price per Unit as set forth on the cover of the Prospectus upon delivery to the order Representatives of the Company Underwritten Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Underwritten Securities (or through the facilities of the Depository Trust Company (the “DTC”)) Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two (2) Business Days prior to the Closing Date. The If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Underwritten Securities for delivery, at least one (1) Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives for all the Underwritten Securities. (cb) Payment for the Option Securities shall be made as follows: $7.40 9.80 per Option Security (including $0.35 per Option Security of Deferred Discount) shall be deposited in the Trust Fund Account pursuant to the terms of the Trust Agreement upon delivery to the Representatives of the Option Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the UnderwritersRepresentatives) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The certificates representing the Option Securities to shall be delivered will be in such denominations and registered in such name or names and in such authorized denominations as the Representatives may request not less than in writing at least two (2) Business Days prior to the Closing Date and will be made available to the Representatives for inspection, checking and packaging at the aforesaid office of the Company’s transfer agent or correspondent not less than one (1) Business Day prior to such Closing Date. Delivery of the Underwritten Securities and the Option Securities shall be If delivery is not made through the facilities of DTC unless DTC, the Company will permit the Representatives to examine and package the Option Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall otherwise instruct. (d) not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representatives for all the Option Securities. If the option provided for in Section 2(b) 2 hereof is exercised after the third Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to Citigroup Global Markets Inc.the Representatives, at 3▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇, ▇▇▇▇ on the date specified by the Representatives (which shall be within three at least two Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable Trust Account as described above in same-day funds to an account specified by the CompanySection 3(b). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option SecuritiesSecurities (such date, the “Option Closing Date”), and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, negative assurance letters, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b‎2(b) hereof shall have been exercised on or before the third second (2nd) Business Day prior to the Closing Date) shall be made at 10:00 AMa.m., New York City time, on [●], 20062021, or at such time on such later date not more than three at least two (2) Business Days after the foregoing date as the Representatives Representative shall designate, which date and time may be postponed by agreement between the Representatives Representative and the Company or as provided in Section 9 ‎9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the CompanyCompany and to the Trust Account as described below in this Section ‎3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. (b) Payment for the Underwritten Securities shall be made as follows: $___ (or 245,000,000 of the proceeds received by the Company for the Underwritten Securities, including $___ per Underwritten Security) 8,750,000 of the Deferred Discount, shall be deposited in the Trust Fund Account pursuant to the terms of the Trust Agreement and $___ shall be paid to the order along with such portion of the Company gross proceeds of the Private Placement Units in order for the Trust Account to equal the product of the number of Securities sold and the public offering price per Security as set forth on the cover of the Prospectus upon delivery to the Representatives Representative of the Underwritten Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Underwritten Securities (or through the facilities of the Depository Trust Company (the “DTC”)) Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two (2) Business Days prior to the Closing Date. The If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Underwritten Securities for delivery, at least one (1) Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives Representative for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Units at least one (1) Business Day prior to the Closing Date. (c) Payment for the Option Securities shall be made as follows: $7.40 9.80 per Option Security (including any Deferred Discount attributable to the Option Securities), shall be deposited in the Trust Fund Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Securities sold and the public offering price per Security as set forth on the cover of the Prospectus upon delivery to the Representatives Representative of the Option Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the UnderwritersRepresentative) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The certificates representing the Option Securities to shall be delivered will be in such denominations and registered in such name or names and in such authorized denominations as the Representatives Representative may request not less than in writing at least two (2) Business Days prior to the Closing Date Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and will be made available to package the Representatives Option Securities for inspectiondelivery, checking and packaging at the aforesaid office of the Company’s transfer agent or correspondent not less than least one (1) Business Day prior to such the Closing Date. Delivery of the Underwritten Securities and The Company shall not be obligated to sell or deliver the Option Securities shall be made through except upon tender of payment by the facilities of DTC unless Representative for all the Representatives shall otherwise instructOption Securities. Payment by the Underwriters for the Option Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one (1) Business Day prior to the applicable settlement date. (d) If the option provided for in Section 2(b‎2(b) hereof is exercised after the third second (2nd) Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representative, at c/o Citigroup Global Markets Inc., at 3▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ on the date specified by the Representatives Representative (which shall be within three (3) Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to or upon the order of the Company by wire transfer payable Trust Account as described above in same-day funds to an account specified by the CompanySection ‎3(c). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives Representative on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 ‎6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) 2 hereof shall have been exercised on or before the third Business Day prior to the Closing Date) shall be made at 10:00 AM[●] a.m., New York City time, on [●], 20062017, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the CompanyCompany and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. (b) Payment for the Underwritten Securities shall be made as follows: $___ 196,000,000 of the proceeds received by the Company for the Underwritten Securities (or including $___ per Underwritten Security7,000,000 of the Deferred Discount) shall be deposited in the Trust Fund Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants (the “Private Placement Portion”) in order for the Trust Account to equal the product of the number of Units sold and $___ shall be paid the Public Offering price per Unit as set forth on the cover of the Prospectus upon delivery to the order Representatives of the Company Underwritten Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Underwritten Securities (or through the facilities of the Depository Trust Company (the “DTC”)) Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two (2) Business Days prior to the Closing Date. The If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Underwritten Securities for delivery, at least one (1) Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives for all the Underwritten Securities. (c) Payment for the Option Securities shall be made as follows: $7.40 9.80 per Option Security (including $0.35 per Option Security of Deferred Discount) shall be deposited in the Trust Fund Account pursuant to the terms of the Trust Agreement upon delivery to the Representatives of the Option Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the UnderwritersRepresentatives) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The certificates representing the Option Securities to shall be delivered will be in such denominations and registered in such name or names and in such authorized denominations as the Representatives may request not less than in writing at least two (2) Business Days prior to the Closing Date and will be made available to the Representatives for inspection, checking and packaging at the aforesaid office of the Company’s transfer agent or correspondent not less than one (1) Business Day prior to such Closing Date. Delivery of the Underwritten Securities and the Option Securities shall be If delivery is not made through the facilities of DTC unless DTC, the Company will permit the Representatives to examine and package the Option Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall otherwise instructnot be obligated to sell or deliver the Option Securities except upon tender of payment by the Representatives for all the Option Securities. (d) If the option provided for in Section 2(b) 2 hereof is exercised after the third Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to Citigroup Global Markets Inc.the Representatives, at 3▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇in the same manner as the delivery of the Underwritten Securities, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ on the date specified by the Representatives (which shall be within at least three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable Trust Account as described above in same-day funds to an account specified by the CompanySection 3(b). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date Additional Closing Date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Firm Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to the Closing Date) shall be made on the date and at 10:00 AM, New York City time, on , 2006, the time specified in Schedule I hereto or at such time on such later date not more than three Business Days after the foregoing date as the Representatives and the Company shall designatemutually agree, which date and time may be postponed by agreement between the Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Firm Securities being herein called the “Closing Date”). Delivery of the Firm Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the Company. (b) Payment for the Underwritten Securities shall be made as follows: $___ (or $___ per Underwritten Security) shall be deposited in the Trust Fund pursuant to the terms of the Trust Agreement and $___ shall be paid to the order of the Company upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Underwritten Securities (or through the facilities of the Depository Trust Company (the “DTC”)) for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two (2) Business Days prior to the Closing Date. The Company will permit the Representatives to examine and package the Underwritten Securities for delivery, at least one (1) Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives for all the Underwritten Securities. (c) Payment for the Option Securities shall be made as follows: $7.40 per Option Security shall be deposited in the Trust Fund pursuant to the Trust Agreement upon delivery to the Representatives of certificates (in form and substance satisfactory to the Underwriters) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The certificates representing the Option Securities to be delivered will be in such denominations and registered in such names as the Representatives request not less than two (2) Business Days prior to the Closing Date and will be made available to the Representatives for inspection, checking and packaging at the aforesaid office of the Company’s transfer agent or correspondent not less than one (1) Business Day prior to such Closing Date. Delivery of the Underwritten Securities and the Option Firm Securities shall be made through the facilities of DTC The Depository Trust Company unless the Representatives shall otherwise instruct. (db) If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior with respect to the Closing Dateany Option Securities, the Company will deliver the such Option Securities (at to the expense of the Company) to Citigroup Global Markets Inc., at 3▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ Representatives on the date specified by the Representatives (which shall be within three five Business Days after exercise of said option) for the respective accounts of the several Underwriters, Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the Company. If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option Securities, and the obligation Delivery of the Underwriters to purchase the Option Securities shall be conditioned upon receipt ofmade through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. (c) As compensation for the services rendered by the Underwriters to the Company in respect of the issuance and sale of the Securities, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered Company on the Closing Date pursuant will pay to Section 6 hereofthe Representatives for the respective accounts of the several Underwriters the commission specified in Schedule I hereto.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third second Business Day prior to the Closing Date) shall be made at 10:00 AM, New York City time, on [•], 20062021, or at such time on such later date not more than three at least two Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the CompanyCompany and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. (b) Payment for the Underwritten Securities shall be made as follows: $___ (or 250,000,000 of the proceeds received by the Company for the Underwritten Securities, including $___ per Underwritten Security) 8,750,000 of Deferred Discount, shall be deposited in the Trust Fund Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and $___ shall be paid the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the order Representatives of the Company Underwritten Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Underwritten Securities (or through the facilities of the Depository Trust Company (the “DTC”)) Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two (2) Business Days prior to the Closing Date. The If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Underwritten Securities for delivery, at least one (1) Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the Closing Date. (c) Payment for the Option Securities shall be made as follows: $7.40 9.80 per Option Security Security, including $0.35 of Deferred Discounts per Option Security, shall be deposited in the Trust Fund Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus, upon delivery to the Representatives of the Option Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the UnderwritersRepresentatives) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The certificates representing the Option Securities to shall be delivered will be in such denominations and registered in such name or names and in such authorized denominations as the Representatives may request not less than in writing at least two (2) Business Days prior to the Closing Date and will be made available to the Representatives for inspection, checking and packaging at the aforesaid office of the Company’s transfer agent or correspondent not less than one (1) Business Day prior to such Closing Date. Delivery of the Underwritten Securities and the Option Securities shall be If delivery is not made through the facilities of DTC unless DTC, the Company will permit the Representatives to examine and package the Option Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall otherwise instructnot be obligated to sell or deliver the Option Securities except upon tender of payment by the Representatives for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the applicable settlement date. (d) If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to Citigroup Global Markets Inc., at 3▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ the Representatives through the facilities of DTC on the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable Trust Account as described above in same-day funds to an account specified by the CompanySection 3(c). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third second Business Day prior to the Closing Date) shall be made at 10:00 AMa.m., New York City time, on [●], 20062021, or at such time on such later date not more than three at least two Business Days after the foregoing date as the Representatives Representative shall designate, which date and time may be postponed by agreement between the Representatives Representative and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the CompanyCompany and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. (b) Payment for the Underwritten Securities shall be made as follows: $___ (or 343,000,000 of the proceeds received by the Company for the Underwritten Securities, including $___ per Underwritten Security) 12,250,000 of the Deferred Discount, shall be deposited in the Trust Fund Account pursuant to the terms of the Trust Agreement and $___ shall be paid to the order along with such portion of the Company gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Securities sold and the public offering price per Security as set forth on the cover of the Prospectus upon delivery to the Representatives Representative of the Underwritten Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Underwritten Securities (or through the facilities of the Depository Trust Company (the “DTC”)) Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two (2) Business Days prior to the Closing Date. The If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Underwritten Securities for delivery, at least one (1) Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives Representative for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the Closing Date. (c) Payment for the Option Securities shall be made as follows: $7.40 9.80 per Option Security (including any Deferred Discount attributable to the Option Securities), shall be deposited in the Trust Fund Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Securities sold and the public offering price per Security as set forth on the cover of the Prospectus upon delivery to the Representatives Representative of the Option Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the UnderwritersRepresentative) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The certificates representing the Option Securities to shall be delivered will be in such denominations and registered in such name or names and in such authorized denominations as the Representatives Representative may request not less than in writing at least two (2) Business Days prior to the Closing Date and will be made available to the Representatives for inspection, checking and packaging at the aforesaid office of the Company’s transfer agent or correspondent not less than one (1) Business Day prior to such Closing Date. Delivery of the Underwritten Securities and the Option Securities shall be If delivery is not made through the facilities of DTC unless DTC, the Representatives Company will permit the Representative to examine and package the Option Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall otherwise instructnot be obligated to sell or deliver the Option Securities except upon tender of payment by the Representative for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the applicable settlement date. (d) If the option provided for in Section 2(b) hereof is exercised after the third second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representative, at c/o Citigroup Global Markets Inc., at 3▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ the date specified by the Representatives Representative (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to or upon the order of the Company by wire transfer payable Trust Account as described above in same-day funds to an account specified by the CompanySection 3(c). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives Representative on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) 2 hereof shall have been exercised on or before the third Business Day prior to the Closing Date) shall be made at 10:00 AM9:00 a.m., New York City time, on [●], 20062021, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective Credit Suisse Securities (USA) LLC ▇.▇. ▇▇▇▇▇▇ Securities LLC BofA Securities, Inc. [●], 2021 accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the CompanyCompany and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. (ba) Payment for the Underwritten Securities shall be made as follows: $___ 500,000,000 of the net proceeds for the Underwritten Securities (or including $___ per Underwritten Security17,500,000 of Deferred Discount) shall be deposited in the Trust Fund Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and $___ shall be paid the Public Offering price per Unit as set forth on the cover of the Prospectus upon delivery to the order Representatives of the Company Underwritten Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Underwritten Securities (or through the facilities of the Depository Trust Company (the “DTC”)) Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two (2) Business Days prior to the Closing Date. The If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Underwritten Securities for delivery, at least one (1) Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives for all the Underwritten Securities. (cb) Payment for the Option Securities shall be made as follows: $7.40 9.80 per Option Security (including $0.35 per Option Security of Deferred Discount) shall be deposited in the Trust Fund Account pursuant to the terms of the Trust Agreement upon delivery to the Representatives of the Option Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the UnderwritersRepresentatives) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The certificates representing the Option Securities to shall be delivered will be in such denominations and registered in such name or names and in such authorized denominations as the Representatives may request not less than in writing at least two (2) Business Days prior to the Closing Date and will be made available to the Representatives for inspection, checking and packaging at the aforesaid office of the Company’s transfer agent or correspondent such Option Securities. If delivery is not less than one (1) Business Day prior to such Closing Date. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of DTC unless DTC, the Company will permit the Representatives to examine and package the Option Securities for delivery, at least one Business Day prior to the Closing Date of such Option Securities. The Company shall otherwise instruct. (d) not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representatives for all the Option Securities. If the option provided for in Section 2(b) 2 hereof is exercised after the third second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to Citigroup Global Markets Inc.Credit Suisse Securities (USA) LLC, at 3▇▇ ▇▇Eleven ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇, on the date specified by the Representatives (which shall be within three at least two Business Days after exercise of said option) for the respective Credit Suisse Securities (USA) LLC ▇.▇. ▇▇▇▇▇▇ Securities LLC BofA Securities, Inc. [●], 2021 accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable Trust Account as described above in same-day funds to an account specified by the CompanySection 3(b). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof Over-Allotment Option shall have been exercised on or before the third (3rd) Business Day prior to the Closing Date) shall be made at 10:00 AM, New York City time, on [•] , 20062008, or at such time on such later date not more than three (3) Business Days after the foregoing date as the Representatives Representative shall designate, which date and time may be postponed by agreement between the Representatives Representative and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the CompanyCompany and to the Trust Account as described in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. (b) Payment for the Underwritten Securities shall be made as follows: (i) $___ (or [•] of the proceeds received by the Company for the Underwritten Securities together with $___ per Underwritten Security) [•] of Deferred Discount shall be deposited in the Trust Fund Account pursuant to the terms of the Trust Agreement and (ii) $___ [•] of the proceeds received by the Company for the Underwritten Securities shall be paid to the order of the Company upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Underwritten Securities (or through the facilities of the Depository Trust Company (the “DTC”)) for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two (2) Business Days prior to the Closing Date. The Company will permit the Representatives Representative to examine and package the Underwritten Securities for delivery, delivery at least one (1) Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives Representative for all the Underwritten Securities. (c) Payment for the Option Securities shall be made as follows: $7.40 per [•] of the proceeds received by the Company for the Option Security Securities together with $[•] of Deferred Discount shall be deposited in the Trust Fund Account pursuant to the Trust Agreement upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the UnderwritersRepresentative) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The certificates representing the Option Securities to be delivered will be in such denominations and registered in such names as the Representatives request not less than two (2) Business Days prior to the Closing Date and will be made available to the Representatives for inspection, checking and packaging at the aforesaid office of the Company’s transfer agent or correspondent not less than one (1) Business Day prior to such Closing Date. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of DTC unless the Representatives shall otherwise instruct. (d) If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to Citigroup Global Markets Inc., at 3▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the Company. If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.the

Delivery and Payment. (a) Delivery of and payment for the Underwritten Firm Securities and the Option Optional Securities (if the option provided for in Section 2(b) 3 hereof shall have been exercised on or before the third second (2nd) Business Day prior to the Closing Date) shall be made at 10:00 AMa.m., New York City time, on [•], 20062020, or at such time on such later date not more than three (3) Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Offered Securities being herein called the “Closing Date”). Delivery of the Offered Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the Company.Company and to the Trust Account as described below in this Section 4. Delivery of the Firm Securities and the Optional Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. ​ (ba) Payment for the Underwritten Firm Securities shall be made as follows: $___ [•] of the net proceeds for the Firm Securities (or including $___ per Underwritten Security[•] of Deferred Discount) shall be deposited in the Trust Fund Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and $___ shall be paid the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the order Representatives of the Company Firm Securities through the facilities of DTC or, if the Representatives has otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Underwritten Securities (or through the facilities of the Depository Trust Company (the “DTC”)) Firm Securities, in each case for the account of the Underwriters. The Underwritten Firm Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two (2) Business Days prior to the Closing Date. The If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Underwritten Firm Securities for delivery, at least one (1) Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Firm Securities except upon tender of payment by the Representatives for all the Underwritten Firm Securities. (cb) Payment for the Option Optional Securities shall be made as follows: $7.40 9.80 per Option Optional Security (including $0.35 per Optional Security of Deferred Discount) shall be deposited in the Trust Fund Account pursuant to the terms of the Trust Agreement upon delivery to the Representatives of the Optional Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the UnderwritersRepresentatives) representing the Option Optional Securities (or through the facilities of DTC) for the account of the Underwriters. The certificates representing the Option Optional Securities to shall be delivered will be in such denominations and registered in such name or names and in such authorized denominations as the Representatives may request not less than in writing at least two (2) Business Days prior to the Closing Date and settlement date of such Optional Securities. If delivery is not made through the facilities of DTC, the Company will be made available to permit the Representatives to examine and package the Optional Securities for inspectiondelivery, checking and packaging at the aforesaid office of the Company’s transfer agent or correspondent not less than least one (1) Business Day prior to the settlement date of such Closing DateOptional Securities. Delivery The Company shall not be obligated to sell or deliver the Optional Securities except upon tender of the Underwritten Securities and the Option Securities shall be made through the facilities of DTC unless payment by the Representatives shall otherwise instructfor all the Optional Securities. (dc) If the option provided for in Section 2(b) 3 hereof is not exercised after the third Business Day prior to the Closing Date, the Company will deliver the Option Optional Securities (at the expense of the Company) to Citigroup Global Markets Inc.the Representatives, at 3▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: Equity Syndicate Desk, ▇.▇. ▇▇▇▇▇▇ Securities LLC, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: Equity Syndicate Desk, and ▇▇▇▇▇▇▇▇▇▇▇ & Co. Inc., ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: Equity Capital Markets on the date specified by the Representatives (which shall be within three at least two (2) Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable Trust Account as described above in same-day funds to an account specified by the CompanySection 4(b). If settlement for the Option Optional Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option such Optional Securities, and the obligation of the Underwriters to purchase the Option such Optional Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 7 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third second Business Day prior to the Closing Date) shall be made at 10:00 AMa.m., New York City time, on [●], 20062021, or at such time on such later date not more than three at least two Business Days after the foregoing date as the Representatives Representative shall designate, which date and time may be postponed by agreement between the Representatives Representative and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the CompanyCompany and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. (b) Payment for the Underwritten Securities shall be made as follows: $___ (or 196,000,000 of the proceeds received by the Company for the Underwritten Securities, including $___ per Underwritten Security) 7,000,000 of the Deferred Discount, shall be deposited in the Trust Fund Account pursuant to the terms of the Trust Agreement and $___ shall be paid to the order along with such portion of the Company gross proceeds of the Private Placement Shares in order for the Trust Account to equal the product of the number of Public Shares sold and the public offering price per Ordinary Share as set forth on the cover of the Prospectus upon delivery to the Representatives Representative of the Underwritten Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Underwritten Securities (or through the facilities of the Depository Trust Company (the “DTC”)) Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two (2) Business Days prior to the Closing Date. The If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Underwritten Securities for delivery, at least one (1) Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives Representative for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Shares at least one Business Day prior to the Closing Date. (c) Payment for the Option Securities shall be made as follows: $7.40 9.80 per Option Security (including any Deferred Discount attributable to the Option Securities) shall be deposited in the Trust Fund Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Shares in order for the Trust Account to equal the product of the number of Public Shares sold and the public offering price per Ordinary Share as set forth on the cover of the Prospectus, upon delivery to the Representatives Representative of the Option Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the UnderwritersRepresentative) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The certificates representing the Option Securities to shall be delivered will be in such denominations and registered in such name or names and in such authorized denominations as the Representatives Representative may request not less than in writing at least two (2) Business Days prior to the Closing Date and will be made available to the Representatives for inspection, checking and packaging at the aforesaid office of the Company’s transfer agent or correspondent not less than one (1) Business Day prior to such Closing Date. Delivery of the Underwritten Securities and the Option Securities shall be If delivery is not made through the facilities of DTC unless DTC, the Representatives Company will permit the Representative to examine and package the Option Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall otherwise instructnot be obligated to sell or deliver the Option Securities except upon tender of payment by the Representative for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Shares at least one Business Day prior to the applicable Option Closing Date. (d) If the option provided for in Section 2(b) hereof is exercised after the third second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representative, at c/o Citigroup Global Markets Inc., at 3▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ on the date specified by the Representatives Representative (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to or upon the order of the Company by wire transfer payable Trust Account as described above in same-day funds to an account specified by the CompanySection 3(c). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives Representative on the settlement date Option Closing Date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Firm Securities and the Option Optional Securities (if the option provided for in Section 2(b) 3 hereof shall have been exercised on or before the third second (2nd) Business Day prior to the Closing Date) shall be made at 10:00 AMa.m., New York City time, on January 26, 20062021, or at such time on such later date not more than three (3) Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Offered Securities being herein called the “Closing Date”). Delivery of the Offered Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the CompanyCompany and to the Trust Account as described below in this Section 4. Delivery of the Firm Securities and the Optional Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. (ba) Payment for the Underwritten Firm Securities shall be made as follows: $___ 352,800,000 of the net proceeds for the Firm Securities (or including $___ per Underwritten Security12,600,000 of Deferred Discount) shall be deposited in the Trust Fund Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and $___ shall be paid the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the order Representatives of the Company Firm Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Underwritten Securities (or through the facilities of the Depository Trust Company (the “DTC”)) Firm Securities, in each case for the account of the Underwriters. The Underwritten Firm Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two (2) Business Days prior to the Closing Date. The If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Underwritten Firm Securities for delivery, at least one (1) Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Firm Securities except upon tender of payment by the Representatives for all the Underwritten Firm Securities. (cb) Payment for the Option Optional Securities shall be made as follows: $7.40 9.80 per Option Optional Security (including $0.350 per Optional Security of Deferred Discount) shall be deposited in the Trust Fund Account pursuant to the terms of the Trust Agreement upon delivery to the Representatives of the Optional Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the UnderwritersRepresentatives) representing the Option Optional Securities (or through the facilities of DTC) for the account of the Underwriters. The certificates representing the Option Optional Securities to shall be delivered will be in such denominations and registered in such name or names and in such authorized denominations as the Representatives may request not less than in writing at least two (2) Business Days prior to the Closing Date and settlement date of such Optional Securities. If delivery is not made through the facilities of DTC, the Company will be made available to permit the Representatives to examine and package the Optional Securities for inspectiondelivery, checking and packaging at the aforesaid office of the Company’s transfer agent or correspondent not less than least one (1) Business Day prior to the settlement date of such Closing DateOptional Securities. Delivery The Company shall not be obligated to sell or deliver the Optional Securities except upon tender of the Underwritten Securities and the Option Securities shall be made through the facilities of DTC unless payment by the Representatives shall otherwise instruct. (d) for all the Optional Securities. If the option provided for in Section 2(b) 3 hereof is exercised after the third second (2nd) Business Day prior to the Closing Date, the Company will deliver the Option Optional Securities (at the expense of the Company) to the Representatives, c/o Credit Suisse Securities (USA) LLC, at Eleven Madison Avenue, New York, N.Y. 10010-3629, Attention: LCD-IBD, and c/o Citigroup Global Markets Inc., at 3▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇.▇▇ . ▇▇▇▇▇, ▇▇ Attention: General Counsel, on the date specified by the Representatives (which shall be within three at least two (2) Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable Trust Account as described above in same-day funds to an account specified by the CompanySection 4(b). If settlement for the Option Optional Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option such Optional Securities, and the obligation of the Underwriters to purchase the Option such Optional Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 7 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b2(a) hereof shall have been exercised on or before the third Business Day prior to immediately preceding the Closing Date) shall be made at 10:00 AMa.m., New York City time, on [●], 20062020, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the CompanyCompany and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. (b) Payment for the such Underwritten Securities shall be made as follows: $___ 735,000,000 of the proceeds received by the Company for the Underwritten Securities (or including $___ per Underwritten Security30,000,000 of the Deferred Discount) shall be deposited in the Trust Fund Account pursuant to the terms of the Trust Agreement Agreement, along with such portion of the gross proceeds of the Private Placement Units in order for the Trust Account to equal the product of the number of Units sold and $___ shall be paid the public offering price per Unit as set forth on the cover of the Prospectus, upon delivery to the order Representatives of the Company Underwritten Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Underwritten Securities (or through the facilities of the Depository Trust Company (the “DTC”)) Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two (2) Business Days prior to the Closing Date. The If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Underwritten Securities for delivery, delivery at least one (1) Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Units at least one Business Day prior to the Closing Date. (c) Payment for the such Option Securities shall be made as follows: $7.40 10.00 per Option Security (including $0.60 per Option Security of Deferred Discount) shall be deposited in the Trust Fund Account pursuant to the terms of the Trust Agreement Agreement, upon delivery to the Representatives of the Option Securities through the facilities of DTC or, if the Representatives has otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the UnderwritersRepresentatives) representing the Option Securities (or through the facilities of DTC) Securities, in each case for the account of the Underwriters. The certificates representing the Option Securities to shall be delivered will be in such denominations and registered in such name or names and in such authorized denominations as the Representatives may request not less than in writing at least two (2) Business Days prior to the Closing Date and will be made available to the Representatives for inspection, checking and packaging at the aforesaid office of the Company’s transfer agent or correspondent not less than one (1) Business Day prior to such Closing Date. Delivery of the Underwritten Securities and the Option Securities shall be If delivery is not made through the facilities of DTC unless DTC, the Company will permit the Representatives to examine and package the Option Securities for delivery at least one Business Day prior to the Closing Date. The Company shall otherwise instructnot be obligated to sell or deliver the Option Securities except upon tender of payment by the Representatives for all the Option Securities. (d) If the option provided for in Section 2(b) hereof is exercised after the third second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at c/o Citigroup Global Markets Inc., at 3▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ on the date specified by the Representatives (which shall be within three at least two Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order Trust Account as described above in paragraph (c) of the Company by wire transfer payable in same-day funds to an account specified by the Companythis Section 3. If settlement for the Option Securities occurs after the Closing Date, the Company will shall deliver to the Representatives on the applicable settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third second Business Day prior to the Closing Date) shall be made at [10:00 AMa.m.], New York City time, on [ ● ], 20062020, or at such time on such later date not more than three at least two Business Days after the foregoing date as the Representatives Representative shall designate, which date and time may be postponed by agreement between the Representatives Representative and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the CompanyCompany and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. (b) Payment for the Underwritten Securities shall be made as follows: $___ (or [ ● ] of the proceeds received by the Company for the Underwritten Securities, including $___ per Underwritten Security) [ ● ] of the Deferred Discount, shall be deposited in the Trust Fund Account pursuant to the terms of the Trust Agreement and $___ shall be paid to the order along with such portion of the Company gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representatives Representative of the Underwritten Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Underwritten Securities (or through the facilities of the Depository Trust Company (the “DTC”)) Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two (2) Business Days prior to the Closing Date. The If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Underwritten Securities for delivery, at least one (1) Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives Representative for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the Closing Date. (c) Payment for the Option Securities shall be made as follows: $7.40 [ ● ] per Option Security (including any Deferred Discount attributable to the Option Securities) less an amount per unit equal to any dividends or distributions declared by the Company and payable on the Underwritten Securities but not payable on the Option Securities, shall be deposited in the Trust Fund Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representatives Representative of the Option Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the UnderwritersRepresentative) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The certificates representing the Option Securities to shall be delivered will be in such denominations and registered in such name or names and in such authorized denominations as the Representatives Representative may request not less than in writing at least two (2) Business Days prior to the Closing Date and will be made available to the Representatives for inspection, checking and packaging at the aforesaid office of the Company’s transfer agent or correspondent not less than one (1) Business Day prior to such Closing Date. Delivery of the Underwritten Securities and the Option Securities shall be If delivery is not made through the facilities of DTC unless DTC, the Representatives Company will permit the Representative to examine and package the Option Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall otherwise instructnot be obligated to sell or deliver the Option Securities except upon tender of payment by the Representative for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the applicable settlement date. (d) If the option provided for in Section 2(b) hereof is exercised after the third second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representative, at c/o Citigroup Global Markets Inc., at 3▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ the date specified by the Representatives Representative (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to or upon the order of the Company by wire transfer payable Trust Account as described above in same-day funds to an account specified by the CompanySection 3(c). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives Representative on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b2(a) hereof shall have been exercised on or before the third Business Day prior to immediately preceding the Closing Date) shall be made at 10:00 AMa.m., New York City time, on October 6, 20062020, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the CompanyCompany and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. (b) Payment for the Underwritten Securities shall be made as follows: $___ (or 392,000,000 of the proceeds received by the Company for the Underwritten Securities, including $___ per Underwritten Security) 14,000,000 of the Deferred Discount, shall be deposited in the Trust Fund Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and $___ shall be paid the public offering price per unit as set forth on the cover of the Prospectus upon delivery to the order Representatives of the Company Underwritten Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Underwritten Securities (or through the facilities of the Depository Trust Company (the “DTC”)) Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two (2) Business Days prior to the Closing Date. The If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Underwritten Securities for delivery, at least one (1) Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the Closing Date. (c) Payment for the Option Securities shall be made as follows: $7.40 9.80 per Option Security (including $0.35 per Option Security of Deferred Discount) shall be deposited in the Trust Fund Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representatives of the Option Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the UnderwritersRepresentatives) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The certificates representing the Option Securities to shall be delivered will be in such denominations and registered in such name or names and in such authorized denominations as the Representatives may request not less than in writing at least two (2) Business Days prior to the Closing Date and will be made available to the Representatives for inspection, checking and packaging at the aforesaid office of the Company’s transfer agent or correspondent not less than one (1) Business Day prior to such Closing Date. Delivery of the Underwritten Securities and the Option Securities shall be If delivery is not made through the facilities of DTC unless DTC, the Company will permit the Representatives to examine and package the Option Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall otherwise instruct. (d) not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representatives for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the applicable settlement date. If the option provided for in Section 2(b) hereof is exercised after the third second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to Citigroup Global Markets Inc.the Representatives, at 3▇▇ c/o Goldman ▇▇▇▇▇ & Co. LLC, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ and PJT Partners LP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ on the date specified by the Representatives (which shall be within three at least two Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable Trust Account as described above in same-day funds to an account specified by the CompanySection 3(c). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b‎2(b) hereof shall have been exercised on or before the third second Business Day prior to the Closing Date) shall be made at 10:00 AMa.m., New York City time, on [•], 20062021, or at such time on such later date not more than three at least two Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the CompanyCompany and to the Trust Account as described below in this Section ‎3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. (ba) Payment for the Underwritten Securities shall be made as follows: $___ [●] of the net proceeds for the Underwritten Securities (or including $___ per Underwritten Security[●] of Deferred Discount) shall be deposited in the Trust Fund Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants (the “Private Placement Portion”) in order for the Trust Account to equal the product of the number of Units sold and $___ shall be paid the Public Offering price per Unit as set forth on the cover of the Prospectus upon delivery to the order Representatives of the Company Underwritten Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Underwritten Securities (or through the facilities of the Depository Trust Company (the “DTC”)) Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two (2) Business Days prior to the Closing Date. The If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Underwritten Securities for delivery, at least one (1) Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the (i) payment by the Sponsor to the Company for the Private Placement Warrants and (ii) deposit of the Private Placement Portion by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the Closing Date. (cb) Payment for the Option Securities shall be made as follows: $7.40 9.80 per Option Security (including $0.35 per Option Security of Deferred Discount) shall be deposited in the Trust Fund Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the Public Offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representatives of the Option Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the UnderwritersRepresentatives) representing the Option Securities (or through the facilities of DTC) ), in each case for the account of the Underwriters. The certificates representing the Option Securities to shall be delivered will be in such denominations and registered in such name or names and in such authorized denominations as the Representatives may request not less than in writing at least two (2) Business Days prior to the Closing Date and will be made available to the Representatives for inspection, checking and packaging at the aforesaid office of the Company’s transfer agent or correspondent not less than one (1) Business Day prior to such Closing Date. Delivery of the Underwritten Securities and the Option Securities shall be If delivery is not made through the facilities of DTC unless DTC, the Company will permit the Representatives to examine and package the Option Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall otherwise instruct. (d) not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representatives for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the payment by the Sponsor to the Company for the Private Placement Warrants and deposit of such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the Trust Account, together with the proceeds to be received pursuant to this clause ‎(b), to equal the product of the number of Units sold and the Public Offering price per Unit as set forth on the cover of the Prospectus by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the applicable settlement date. If the option provided for in Section 2(b) ‎2 hereof is exercised after the third second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to Citigroup Global Markets Inc.the Representatives, at 3▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ on the date specified by the Representatives (which shall be within at least three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable Trust Account as described above in same-day funds to an account specified by the CompanySection ‎3(b). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 ‎6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third second Business Day prior to the Closing Date) shall be made at 10:00 AM[●] a.m., New York City time, on [●], 20062021, or at such time on such later date not more than three at least two Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the CompanyCompany and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. (b) Payment for the Underwritten Securities shall be made as follows: $___ (or 196,000,000 of the proceeds received by the Company for the Underwritten Securities, including $___ per Underwritten Security) 7,000,000 of the Deferred Discount, shall be deposited in the Trust Fund Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Shares in order for the Trust Account to equal the product of the number of Ordinary Shares sold and $___ shall be paid the public offering price per Ordinary Share as set forth on the cover of the Prospectus upon delivery to the order Representatives of the Company Underwritten Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Underwritten Securities (or through the facilities of the Depository Trust Company (the “DTC”)) Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two (2) Business Days prior to the Closing Date. The If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Underwritten Securities for delivery, at least one (1) Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Shares at least one Business Day prior to the Closing Date. (c) Payment for the Option Securities shall be made as follows: $7.40 9.80 per Option Security (including any Deferred Discount attributable to the Option Securities), shall be deposited in the Trust Fund Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Shares in order for the Trust Account to equal the product of the number of Ordinary Shares sold and the public offering price per Ordinary Share as set forth on the cover of the Prospectus upon delivery to the Representatives of the Option Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the UnderwritersRepresentatives) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The certificates representing the Option Securities to shall be delivered will be in such denominations and registered in such name or names and in such authorized denominations as the Representatives may request not less than in writing at least two (2) Business Days prior to the Closing Date and will be made available to the Representatives for inspection, checking and packaging at the aforesaid office of the Company’s transfer agent or correspondent not less than one (1) Business Day prior to such Closing Date. Delivery of the Underwritten Securities and the Option Securities shall be If delivery is not made through the facilities of DTC unless DTC, the Company will permit the Representatives to examine and package the Option Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall otherwise instructnot be obligated to sell or deliver the Option Securities except upon tender of payment by the Representatives for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Shares at least one Business Day prior to the applicable settlement date. (d) If the option provided for in Section 2(b) hereof is exercised after the third second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at c/o Citigroup Global Markets Inc., at 3▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable Trust Account as described above in same-day funds to an account specified by the CompanySection 3(c). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b‎2(a) hereof shall have been exercised on or before the third Business Day prior to immediately preceding the Closing Date) shall be made at 10:00 AMa.m., New York City time, on May [●], 20062020, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives Representative shall designate, which date and time may be postponed by agreement between the Representatives Representative and the Company or as provided in Section 9 ‎9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the CompanyCompany and to the Trust Account as described below in this Section ‎3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. (b) Payment for the Underwritten Securities shall be made as follows: $___ (or 294,000,000 of the proceeds received by the Company for the Underwritten Securities, including $___ per Underwritten Security) 10,500,000 of the Deferred Discount, shall be deposited in the Trust Fund Account pursuant to the terms of the Trust Agreement and $___ shall be paid to the order along with such portion of the Company gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per unit as set forth on the cover of the Prospectus upon delivery to the Representatives Representative of the Underwritten Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Underwritten Securities (or through the facilities of the Depository Trust Company (the “DTC”)) Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two (2) Business Days prior to the Closing Date. The If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Underwritten Securities for delivery, at least one (1) Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives Representative for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the Closing Date. (c) Payment for the Option Securities shall be made as follows: $7.40 9.80 per Option Security (including $0.35 per Option Security of Deferred Discount) shall be deposited in the Trust Fund Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representatives Representative of the Option Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the UnderwritersRepresentative) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The certificates representing the Option Securities to shall be delivered will be in such denominations and registered in such name or names and in such authorized denominations as the Representatives Representative may request not less than in writing at least two (2) Business Days prior to the Closing Date and will be made available to the Representatives for inspection, checking and packaging at the aforesaid office of the Company’s transfer agent or correspondent not less than one (1) Business Day prior to such Closing Date. Delivery of the Underwritten Securities and the Option Securities shall be If delivery is not made through the facilities of DTC unless DTC, the Representatives Company will permit the Representative to examine and package the Option Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall otherwise instruct. (d) not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representative for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the applicable settlement date. If the option provided for in Section 2(b‎2(b) hereof is exercised after the third second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representative, at c/o Citigroup Global Markets Inc., at 3▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ on the date specified by the Representatives Representative (which shall be within three at least two Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to or upon the order of the Company by wire transfer payable Trust Account as described above in same-day funds to an account specified by the CompanySection ‎3(c). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives Representative on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 ‎6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Firm Securities and the Option Optional Securities (if the option provided for in Section 2(b) 3 hereof shall have been exercised on or before the third second (2nd) Business Day prior to the Closing Date) shall be made at 10:00 AMa.m., New York City time, on [], 20062021, or at such time on such later date not more than three (3) Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Offered Securities being herein called the “Closing Date”). Delivery of the Offered Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the CompanyCompany and to the Trust Account as described below in this Section 4. Delivery of the Firm Securities and the Optional Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. (ba) Payment for the Underwritten Firm Securities shall be made as follows: $___ 294,000,000 of the net proceeds for the Firm Securities (or including $___ per Underwritten Security10,500,000 of Deferred Discount) shall be deposited in the Trust Fund Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the Trust Account to equal 100% of the product of the number of Units sold and $___ shall be paid the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the order Representatives of the Company Firm Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Underwritten Securities (or through the facilities of the Depository Trust Company (the “DTC”)) Firm Securities, in each case for the account of the Underwriters. The Underwritten Firm Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two (2) Business Days prior to the Closing Date. The If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Underwritten Firm Securities for delivery, at least one (1) Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Firm Securities except upon tender of payment by the Representatives for all the Underwritten Firm Securities. (cb) Payment for the Option Optional Securities shall be made as follows: $7.40 9.80 per Option Optional Security (including $0.350 per Optional Security of Deferred Discount) shall be deposited in the Trust Fund Account pursuant to the terms of the Trust Agreement upon delivery to the Representatives of the Optional Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the UnderwritersRepresentatives) representing the Option Optional Securities (or through the facilities of DTC) for the account of the Underwriters. The certificates representing the Option Optional Securities to shall be delivered will be in such denominations and registered in such name or names and in such authorized denominations as the Representatives may request not less than in writing at least two (2) Business Days prior to the Closing Date and settlement date of such Optional Securities. If delivery is not made through the facilities of DTC, the Company will be made available to permit the Representatives to examine and package the Optional Securities for inspectiondelivery, checking and packaging at the aforesaid office of the Company’s transfer agent or correspondent not less than least one (1) Business Day prior to the settlement date of such Closing DateOptional Securities. Delivery The Company shall not be obligated to sell or deliver the Optional Securities except upon tender of the Underwritten Securities and the Option Securities shall be made through the facilities of DTC unless payment by the Representatives shall otherwise instruct. (d) for all the Optional Securities. If the option provided for in Section 2(b) 3 hereof is exercised after the third second (2nd) Business Day prior to the Closing Date, the Company will deliver the Option Optional Securities (at the expense of the Company) to Citigroup Global Markets Inc.the Representatives, at 3▇▇ ▇▇Credit Suisse Securities (USA) LLC, Eleven Madison Avenue, New York, N.Y. 10010-3629, Attention: LCD-IBD and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (Asia) L.L.C., ▇▇▇ 68th Floor, ▇▇▇▇, ▇▇▇ ▇▇▇▇Kong Center, ▇▇ 2 Queen’s Road Central, Hong Kong, Attention: Equity Capital Markets, on the date specified by the Representatives (which shall be within three at least two (2) Business Days after exercise of said option) for the respective accounts account of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable Trust Account as described above in same-day funds to an account specified by the CompanySection 4(b). If settlement for the Option Optional Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option such Optional Securities, and the obligation of the Underwriters to purchase the Option such Optional Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 7 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b‎2(b) hereof shall have been exercised on or before the third second Business Day prior to the Closing Date) shall be made at 10:00 AMa.m., New York City time, on [•], 20062021, or at such time on such later date not more than three at least two Business Days after the foregoing date as the Representatives Representative shall designate, which date and time may be postponed by agreement between the Representatives Representative and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the CompanyCompany and to the Trust Account as described below in this Section ‎3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. (ba) Payment for the Underwritten Securities shall be made as follows: $___ 250,000,000 of the net proceeds for the Underwritten Securities (or including $___ per Underwritten Security8,750,000 of Deferred Discount) shall be deposited in the Trust Fund Account pursuant to the terms of the Trust Agreement and $___ shall be paid to the order along with such portion of the Company gross proceeds from the sale of the Private Placement Warrants (the “Private Placement Portion”) in order for the Trust Account to equal the product of the number of Units sold and the Public Offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representatives Representative of the Underwritten Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Underwritten Securities (or through the facilities of the Depository Trust Company (the “DTC”)) Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two (2) Business Days prior to the Closing Date. The If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Underwritten Securities for delivery, at least one (1) Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives Representative for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the (i) payment by the Sponsor to the Company for the Private Placement Warrants and (ii) deposit of the Private Placement Portion by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the Closing Date. (cb) Payment for the Option Securities shall be made as follows: $7.40 9.80 per Option Security (including $0.35 per Option Security of Deferred Discount) shall be deposited in the Trust Fund Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the Public Offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representatives Representative of the Option Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the UnderwritersRepresentative) representing the Option Securities (or through the facilities of DTC) ), in each case for the account of the Underwriters. The certificates representing the Option Securities to shall be delivered will be in such denominations and registered in such name or names and in such authorized denominations as the Representatives Representative may request not less than in writing at least two (2) Business Days prior to the Closing Date and will be made available to the Representatives for inspection, checking and packaging at the aforesaid office of the Company’s transfer agent or correspondent not less than one (1) Business Day prior to such Closing Date. Delivery of the Underwritten Securities and the Option Securities shall be If delivery is not made through the facilities of DTC unless DTC, the Representatives Company will permit the Representative to examine and package the Option Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall otherwise instruct. (d) not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representative for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the payment by the Sponsor to the Company for the Private Placement Warrants and deposit of such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the Trust Account, together with the proceeds to be received pursuant to this clause ‎(b), to equal the product of the number of Units sold and the Public Offering price per Unit as set forth on the cover of the Prospectus by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the applicable settlement date. If the option provided for in Section 2(b) ‎2 hereof is exercised after the third second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to Citigroup Global Markets Inc.the Representative, at 3▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ on the date specified by the Representatives Representative (which shall be within at least three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to or upon the order of the Company by wire transfer payable Trust Account as described above in same-day funds to an account specified by the CompanySection ‎3(b). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives Representative on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 ‎6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to immediately preceding the Closing Date) shall be made at 10:00 AMa.m., New York City time, on [●], 20062017, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the CompanyCompany and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. (b) Payment for the Underwritten Securities shall be made as follows: $___ (or 343,000,000 of the proceeds received by the Company for the Underwritten Securities, including $___ per Underwritten Security) 12,250,000 of the Deferred Discount, shall be deposited in the Trust Fund Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and $___ shall be paid the Public Offering price per Unit as set forth on the cover of the Prospectus upon delivery to the order Representatives of the Company Underwritten Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Underwritten Securities (or through the facilities of the Depository Trust Company (the “DTC”)) Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two (2) Business Days prior to the Closing Date. The If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Underwritten Securities for delivery, at least one (1) Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the Closing Date. (c) Payment for the Option Securities shall be made as follows: $7.40 9.80 per Option Security (including any Deferred Discount attributable to the Option Securities) shall be deposited in the Trust Fund Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the Public Offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representatives of the Option Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the UnderwritersRepresentatives) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The certificates representing the Option Securities to shall be delivered will be in such denominations and registered in such name or names and in such authorized denominations as the Representatives may request not less than in writing at least two (2) Business Days prior to the Closing Date and will be made available to the Representatives for inspection, checking and packaging at the aforesaid office of the Company’s transfer agent or correspondent not less than one (1) Business Day prior to such Closing Date. Delivery of the Underwritten Securities and the Option Securities shall be If delivery is not made through the facilities of DTC unless DTC, the Company will permit the Representatives to examine and package the Option Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall otherwise instructnot be obligated to sell or deliver the Option Securities except upon tender of payment by the Representatives for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the applicable settlement date. (d) If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at c/o Citigroup Global Markets Inc., at 3▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ on the date specified by the Representatives (which shall be within at least three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable Trust Account as described above in same-day funds to an account specified by the CompanySection 3(c). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) 2 hereof shall have been exercised on or before the third Business Day prior to the Closing Date) shall be made at 10:00 AM[●] [a.m./p.m.], New York City time, on [●], 20062022, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the CompanyCompany and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. (ba) Payment for the Underwritten Securities shall be made as follows: $___ 725,000,000 of the net proceeds for the Underwritten Securities (or including $___ per Underwritten Security25,375,000 of Deferred Discount) shall be deposited in the Trust Fund Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and $___ shall be paid the Public Offering price per Unit as set forth on the cover of the Prospectus upon delivery to the order Representatives of the Company Underwritten Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Underwritten Securities (or through the facilities of the Depository Trust Company (the “DTC”)) Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two (2) Business Days prior to the Closing Date. The If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Underwritten Securities for delivery, at least one (1) Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives for all the Underwritten Securities. (cb) Payment for the Option Securities shall be made as follows: $7.40 9.80 per Option Security (including $0.35 per Option Security of Deferred Discount) shall be deposited in the Trust Fund Account pursuant to the terms of the Trust Agreement upon delivery to the Representatives of the Option Securities through the facilities of DTC or, if the Representatives has otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the UnderwritersRepresentatives) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The certificates representing the Option Securities to shall be delivered will be in such denominations and registered in such name or names and in such authorized denominations as the Representatives may request not less than in writing at least two (2) Business Days prior to the Closing Date and will be made available to the Representatives for inspection, checking and packaging at the aforesaid office of the Company’s transfer agent or correspondent not less than one (1) Business Day prior to such Closing Date. Delivery of the Underwritten Securities and the Option Securities shall be If delivery is not made through the facilities of DTC unless DTC, the Company will permit the Representatives to examine and package the Option Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall otherwise instruct. (d) not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representatives for all the Option Securities. If the option provided for in Section 2(b) 2 hereof is exercised after the third Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to Citigroup Global Markets Inc.the Representatives, at 3▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇, ▇▇▇▇ on the date specified by the Representatives (which shall be within three at least two Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable Trust Account as described above in same-day funds to an account specified by the CompanySection 3(b). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option SecuritiesSecurities (such date, the “Option Closing Date”), and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, negative assurance letters, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third second Business Day prior to the Closing Date) shall be made at 10:00 AMa.m., New York City time, on [•], 20062021, or at such time on such later date not more than three at least two (2) Business Days after the foregoing date as the Representatives Representative shall designate, which date and time may be postponed by agreement between the Representatives Representative and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the CompanyCompany and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. (b) Payment for the Underwritten Securities shall be made as follows: $___ 150,000,000 (or $___ per 172,500,000 if the Underwriters exercise their over-allotment option in full) of the proceeds received by the Company for the Underwritten SecuritySecurities, including $4,500,000 (or $5,175,000 if the Underwriters exercise their over-allotment option in full) of the Deferred Discount, shall be deposited in the Trust Fund Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and $___ shall be paid to the order of the Company 10.20 per Unit upon delivery to the Representatives Representative of the Underwritten Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Underwritten Securities (or through the facilities of the Depository Trust Company (the “DTC”)) Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two (2) Business Days prior to the Closing Date. The If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Underwritten Securities for delivery, at least one (1) Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives Representative for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one (1) Business Day prior to the Closing Date. (c) Payment for the Option Securities shall be made as follows: $7.40 9.80 per Option Security (including any Deferred Discount attributable to the Option Securities) shall be deposited in the Trust Fund Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and $10.20 per Unit, upon delivery to the Representatives Representative of the Option Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the UnderwritersRepresentative) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The certificates representing the Option Securities to shall be delivered will be in such denominations and registered in such name or names and in such authorized denominations as the Representatives Representative may request not less than in writing at least two (2) Business Days prior to the Closing Date Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and will be made available to package the Representatives Option Securities for inspectiondelivery, checking and packaging at the aforesaid office of the Company’s transfer agent or correspondent not less than least one (1) Business Day prior to such the Closing Date. Delivery of the Underwritten Securities and The Company shall not be obligated to sell or deliver the Option Securities shall be made through except upon tender of payment by the facilities of DTC unless Representative for all the Representatives shall otherwise instructOption Securities. Payment by the Underwriters for the Option Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one (1) Business Day prior to the Closing Date. (d) If the option provided for in Section 2(b) hereof is exercised after the third second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to Citigroup Global Markets Inc.the Representative, at 3▇▇ c/o Mizuho Securities USA LLC, 1271 Avenue of the ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ on the date specified by the Representatives Representative (which shall be within three (3) Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to or upon the order of the Company by wire transfer payable Trust Account as described above in same-day funds to an account specified by the CompanySection 3(c). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives Representative on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to the Closing Date) shall be made at 10:00 AM, New York City time, on November 20, 20062007, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives Representative shall designate, which date and time may be postponed by agreement between the Representatives Representative and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the CompanyCompany and to the Trust Account as described in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. (b) Payment for the Underwritten Securities shall be made as follows: $___ (or $___ per Underwritten Security) 241,750,000 shall be deposited in the Trust Fund Account pursuant to the terms of the Trust Agreement and $___ the remaining proceeds shall be paid to the order of the Company upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Underwritten Securities (or through the facilities of the Depository Trust Company (the “DTC”)) for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two (2) Business Days prior to the Closing Date. The Company will permit the Representatives Representative to examine and package the Underwritten Securities for delivery, at least one (1) Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives Representative for all the Underwritten Securities. (c) Payment for the Option Securities shall be made as follows: $7.40 9.70 per Option Security shall be deposited in the Trust Fund Account pursuant to the Trust Agreement upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the UnderwritersRepresentative) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The certificates representing the Option Securities to be delivered will be in such denominations and registered in such names as the Representatives Representative request not less than two (2) Business Days prior to the Closing Date and will be made available to the Representatives Representative for inspection, checking and packaging at the aforesaid office of the Company’s transfer agent or correspondent not less than one (1) Business Day prior to such Closing Date. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of DTC unless the Representatives Representative shall otherwise instruct. (d) If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to Citigroup Global Markets Inc.the Representative, at 3▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ on the date specified by the Representatives Representative (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to the Trust Account as described above in Section 3(c) or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the Company. If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives Representative on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Firm Securities and the Option Optional Securities (if the option provided for in Section 2(b) 3 hereof shall have been exercised on or before the third second (2nd) Business Day prior to the Closing Date) shall be made at 10:00 AMa.m., New York City time, on April 30, 20062020, or at such time on such later date not more than three (3) Business Days after the foregoing date as the Representatives Representative shall designate, which date and time may be postponed by agreement between the Representatives Representative and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Offered Securities being herein called the “Closing Date”). Delivery of the Offered Securities shall be made to the Representatives Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the CompanyCompany and to the Trust Account as described below in this Section 4. Delivery of the Firm Securities and the Optional Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. (ba) Payment for the Underwritten Firm Securities shall be made as follows: $___ 352,800,000 of the net proceeds for the Firm Securities (or including $___ per Underwritten Security12,600,000 of Deferred Discount) shall be deposited in the Trust Fund Account pursuant to the terms of the Trust Agreement and $___ shall be paid to the order along with such portion of the Company gross proceeds from the sale of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representatives Representative of the Firm Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Underwritten Securities (or through the facilities of the Depository Trust Company (the “DTC”)) Firm Securities, in each case for the account of the Underwriters. The Underwritten Firm Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two (2) Business Days prior to the Closing Date. The If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Underwritten Firm Securities for delivery, at least one (1) Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Firm Securities except upon tender of payment by the Representatives Representative for all the Underwritten Firm Securities. (cb) Payment for the Option Optional Securities shall be made as follows: $7.40 10.00 per Option Optional Security (including $0.350 per Optional Security of Deferred Discount) shall be deposited in the Trust Fund Account pursuant to the terms of the Trust Agreement upon delivery to the Representatives Representative of the Optional Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the UnderwritersRepresentative) representing the Option Optional Securities (or through the facilities of DTC) for the account of the Underwriters. The certificates representing the Option Optional Securities to shall be delivered will be in such denominations and registered in such name or names and in such authorized denominations as the Representatives Representative may request not less than in writing at least two (2) Business Days prior to the Closing Date settlement date of such Optional Securities. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and will be made available to package the Representatives Optional Securities for inspectiondelivery, checking and packaging at the aforesaid office of the Company’s transfer agent or correspondent not less than least one (1) Business Day prior to the settlement date of such Closing DateOptional Securities. Delivery The Company shall not be obligated to sell or deliver the Optional Securities except upon tender of payment by the Underwritten Securities and Representative for all the Option Securities shall be made through the facilities of DTC unless the Representatives shall otherwise instruct. (d) Optional Securities. If the option provided for in Section 2(b) 3 hereof is exercised after the third second (2nd) Business Day prior to the Closing Date, the Company will deliver the Option Optional Securities (at the expense of the Company) to Citigroup Global Markets Inc.the Representative, at 3▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇Credit Suisse Securities (USA) LLC, ▇▇▇ ▇▇▇▇Eleven Madison Avenue, ▇▇▇ ▇▇▇▇New York, ▇▇ N.Y. 10010-3629, Attention: LCD-IBD, on the date specified by the Representatives Representative (which shall be within three at least two (2) Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to or upon the order of the Company by wire transfer payable Trust Account as described above in same-day funds to an account specified by the CompanySection 4(b). If settlement for the Option Optional Securities occurs after the Closing Date, the Company will deliver to the Representatives Representative on the settlement date for the Option such Optional Securities, and the obligation of the Underwriters to purchase the Option such Optional Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 7 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b‎2(b) hereof shall have been exercised on or before the third second (2nd) Business Day prior to the Closing Date) shall be made at 10:00 AMa.m., New York City time, on August 2, 20062021, or at such time on such later date not more than three at least two (2) Business Days after the foregoing date as the Representatives Representative shall designate, which date and time may be postponed by agreement between the Representatives Representative and the Company or as provided in Section 9 ‎9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the CompanyCompany and to the Trust Account as described below in this Section ‎3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. (b) Payment for the Underwritten Securities shall be made as follows: $___ (or 245,000,000 of the proceeds received by the Company for the Underwritten Securities, including $___ per Underwritten Security) 8,750,000 of the Deferred Discount, shall be deposited in the Trust Fund Account pursuant to the terms of the Trust Agreement and $___ shall be paid to the order along with such portion of the Company gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Securities sold and the public offering price per Security as set forth on the cover of the Prospectus upon delivery to the Representatives Representative of the Underwritten Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Underwritten Securities (or through the facilities of the Depository Trust Company (the “DTC”)) Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two (2) Business Days prior to the Closing Date. The If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Underwritten Securities for delivery, at least one (1) Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives Representative for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one (1) Business Day prior to the Closing Date. (c) Payment for the Option Securities shall be made as follows: $7.40 9.80 per Option Security (including any Deferred Discount attributable to the Option Securities), shall be deposited in the Trust Fund Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Securities sold and the public offering price per Security as set forth on the cover of the Prospectus upon delivery to the Representatives Representative of the Option Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the UnderwritersRepresentative) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The certificates representing the Option Securities to shall be delivered will be in such denominations and registered in such name or names and in such authorized denominations as the Representatives Representative may request not less than in writing at least two (2) Business Days prior to the Closing Date Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and will be made available to package the Representatives Option Securities for inspectiondelivery, checking and packaging at the aforesaid office of the Company’s transfer agent or correspondent not less than least one (1) Business Day prior to such the Closing Date. Delivery of the Underwritten Securities and The Company shall not be obligated to sell or deliver the Option Securities shall be made through except upon tender of payment by the facilities of DTC unless Representative for all the Representatives shall otherwise instructOption Securities. Payment by the Underwriters for the Option Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one (1) Business Day prior to the applicable settlement date. (d) If the option provided for in Section 2(b‎2(b) hereof is exercised after the third second (2nd) Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representative, at c/o Citigroup Global Markets Inc., at 3▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ on the date specified by the Representatives Representative (which shall be within three (3) Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to or upon the order of the Company by wire transfer payable Trust Account as described above in same-day funds to an account specified by the CompanySection ‎3(c). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives Representative on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 ‎6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third second Business Day prior to the Closing Date) shall be made at 10:00 AMa.m., New York City time, on [•], 20062020, or at such time on such later date not more than three at least two Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the CompanyCompany and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. (b) Payment for the Underwritten Securities shall be made as follows: $___ (or 196,396,000 of the proceeds received by the Company for the Underwritten Securities, including $___ per Underwritten Security) 7,000,000 of the Deferred Discount, shall be deposited in the Trust Fund Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Securities sold and $___ shall be paid the public offering price per Security as set forth on the cover of the Prospectus upon delivery to the order Representatives of the Company Underwritten Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Underwritten Securities (or through the facilities of the Depository Trust Company (the “DTC”)) Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two (2) Business Days prior to the Closing Date. The If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Underwritten Securities for delivery, at least one (1) Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the Closing Date. (c) Payment for the Option Securities shall be made as follows: $7.40 9.80 per Option Security (including any Deferred Discount attributable to the Option Securities), shall be deposited in the Trust Fund Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Securities sold and the public offering price per Security as set forth on the cover of the Prospectus upon delivery to the Representatives of the Option Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the UnderwritersRepresentatives) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The certificates representing the Option Securities to shall be delivered will be in such denominations and registered in such name or names and in such authorized denominations as the Representatives may request not less than in writing at least two (2) Business Days prior to the Closing Date and will be made available to the Representatives for inspection, checking and packaging at the aforesaid office of the Company’s transfer agent or correspondent not less than one (1) Business Day prior to such Closing Date. Delivery of the Underwritten Securities and the Option Securities shall be If delivery is not made through the facilities of DTC unless DTC, the Company will permit the Representatives to examine and package the Option Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall otherwise instructnot be obligated to sell or deliver the Option Securities except upon tender of payment by the Representatives for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the applicable settlement date. (d) If the option provided for in Section 2(b) hereof is exercised after the third second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at c/o Citigroup Global Markets Inc., at 3▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable Trust Account as described above in same-day funds to an account specified by the CompanySection 3(c). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b‎2(b) hereof shall have been exercised on or before the third second (2nd) Business Day prior to the Closing Date) shall be made at 10:00 AMa.m., New York City time, on December 17, 20062021, or at such time on such later date not more than three at least two (2) Business Days after the foregoing date as the Representatives Representative shall designate, which date and time may be postponed by agreement between the Representatives Representative and the Company or as provided in Section 9 ‎9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the CompanyCompany and to the Trust Account as described below in this Section ‎3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. (b) Payment for the Underwritten Securities shall be made as follows: $___ (or 269,500,00 of the proceeds received by the Company for the Underwritten Securities, including $___ per Underwritten Security) 9,625,000 of the Deferred Discount, shall be deposited in the Trust Fund Account pursuant to the terms of the Trust Agreement and $___ shall be paid to the order along with such portion of the Company gross proceeds of the Private Placement Warrants in order for the Trust Account to equal 102% of the product of the number of Securities sold and the public offering price per Security as set forth on the cover of the Prospectus upon delivery to the Representatives Representative of the Underwritten Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Underwritten Securities (or through the facilities of the Depository Trust Company (the “DTC”)) Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two (2) Business Days prior to the Closing Date. The If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Underwritten Securities for delivery, at least one (1) Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives Representative for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one (1) Business Day prior to the Closing Date. (c) Payment for the Option Securities shall be made as follows: $7.40 9.80 per Option Security (including any Deferred Discount attributable to the Option Securities), shall be deposited in the Trust Fund Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Securities sold and the public offering price per Security as set forth on the cover of the Prospectus upon delivery to the Representatives Representative of the Option Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the UnderwritersRepresentative) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The certificates representing the Option Securities to shall be delivered will be in such denominations and registered in such name or names and in such authorized denominations as the Representatives Representative may request not less than in writing at least two (2) Business Days prior to the Closing Date Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and will be made available to package the Representatives Option Securities for inspectiondelivery, checking and packaging at the aforesaid office of the Company’s transfer agent or correspondent not less than least one (1) Business Day prior to such the Closing Date. Delivery of the Underwritten Securities and The Company shall not be obligated to sell or deliver the Option Securities shall be made through except upon tender of payment by the facilities of DTC unless Representative for all the Representatives shall otherwise instructOption Securities. Payment by the Underwriters for the Option Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one (1) Business Day prior to the applicable settlement date. (d) If the option provided for in Section 2(b‎2(b) hereof is exercised after the third second (2nd) Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representative, at c/o Citigroup Global Markets Inc., at 3▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ on the date specified by the Representatives Representative (which shall be within three (3) Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to or upon the order of the Company by wire transfer payable Trust Account as described above in same-day funds to an account specified by the CompanySection ‎3(c). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives Representative on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 ‎6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) 2 hereof shall have been exercised on or before the third Business Day prior to the Closing Date) shall be made at 10:00 AM[•] [a.m./p.m.], New York City time, on [•], 20062025, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives Representative shall designate, which date and time may be postponed by agreement between the Representatives Representative and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the CompanyCompany and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. (ba) Payment for the Underwritten Securities shall be made as follows: $___ 259,750,000 of the net proceeds for the Underwritten Securities (or including $___ per Underwritten Security7,800,000 of Deferred Discount) shall be deposited in the Trust Fund Account pursuant to the terms of the Trust Agreement and $___ shall be paid to the order Agreement, along with such portion of the Company gross proceeds from the sale of the Private Placement Shares in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus, upon delivery to the Representatives Representative of the Underwritten Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Underwritten Securities (or through the facilities of the Depository Trust Company (the “DTC”)) Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two (2) Business Days prior to the Closing Date. The If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Underwritten Securities for delivery, at least one (1) Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives Representative for all the Underwritten Securities. (cb) Payment for the Option Securities shall be made as follows: $7.40 10.00 per Option Security (including $0.30 per Option Security of Deferred Discount) shall be deposited in the Trust Fund Account pursuant to the terms of the Trust Agreement Agreement, along with such portion of the gross proceeds from the sale of the Private Placement Shares in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus, upon delivery to the Representatives Representative of the Option Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the UnderwritersRepresentative) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The certificates representing the Option Securities to shall be delivered will be in such denominations and registered in such name or names and in such authorized denominations as the Representatives Representative may request not less than in writing at least two (2) Business Days prior to the Closing Date and will be made available to the Representatives for inspection, checking and packaging at the aforesaid office of the Company’s transfer agent or correspondent not less than one (1) Business Day prior to such Closing Date. Delivery of the Underwritten Securities and the Option Securities shall be If delivery is not made through the facilities of DTC unless DTC, the Representatives Company will permit the Representative to examine and package the Option Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall otherwise instruct. (d) not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representative for all the Option Securities. If the option provided for in Section 2(b) 2 hereof is exercised after the third second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to Citigroup Global Markets Inc.the Representative, at 3▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇, ▇▇▇▇ on the date specified by the Representatives Representative (which shall be within three at least two Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to or upon the order of the Company by wire transfer payable Trust Account as described above in same-day funds to an account specified by the CompanySection 3(b). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives Representative on the settlement date for the Option SecuritiesSecurities (such date, the “Option Closing Date”), and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, negative assurance letters, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b‎2(a) hereof shall have been exercised on or before the third Business Day prior to immediately preceding the Closing Date) shall be made at 10:00 AMa.m., New York City time, on [·], 20062020, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives and the Company or as provided in Section 9 ‎9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the CompanyCompany and to the Trust Account as described below in this Section ‎3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. (b) Payment for the Underwritten Securities shall be made as follows: $___ (or 196,000,000 of the proceeds received by the Company for the Underwritten Securities, including $___ per Underwritten Security) 7,000,000 of the Deferred Discount, shall be deposited in the Trust Fund Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and $___ shall be paid the public offering price per unit as set forth on the cover of the Prospectus upon delivery to the order Representatives of the Company Underwritten Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Underwritten Securities (or through the facilities of the Depository Trust Company (the “DTC”)) Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two (2) Business Days prior to the Closing Date. The If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Underwritten Securities for delivery, at least one (1) Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the Closing Date. (c) Payment for the Option Securities shall be made as follows: $7.40 9.80 per Option Security (including $0.35 per Option Security of Deferred Discount) shall be deposited in the Trust Fund Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representatives of the Option Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the UnderwritersRepresentatives) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The certificates representing the Option Securities to shall be delivered will be in such denominations and registered in such name or names and in such authorized denominations as the Representatives may request not less than in writing at least two (2) Business Days prior to the Closing Date and will be made available to the Representatives for inspection, checking and packaging at the aforesaid office of the Company’s transfer agent or correspondent not less than one (1) Business Day prior to such Closing Date. Delivery of the Underwritten Securities and the Option Securities shall be If delivery is not made through the facilities of DTC unless DTC, the Company will permit the Representatives to examine and package the Option Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall otherwise instruct. (d) not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representatives for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the applicable settlement date. If the option provided for in Section 2(b‎2(b) hereof is exercised after the third second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at c/o Citigroup Global Markets Inc., at 3▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ on the date specified by the Representatives (which shall be within three at least two Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable Trust Account as described above in same-day funds to an account specified by the CompanySection ‎3(c). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 ‎6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) 2 hereof shall have been exercised on or before the third second Business Day prior to the Closing Date) shall be made at 10:00 AM[10:00] a.m., New York City time, on [●], 20062021, or at such time on such later date not more than three two Business Days after the foregoing date as the Representatives Representative shall designate, which date and time may be postponed by agreement between the Representatives Representative and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the CompanyCompany and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. (b) Payment for the Underwritten Securities shall be made as follows: $___ 147,000,000 of the proceeds received by the Company for the Underwritten Securities (or including $___ per Underwritten Security7,500,000 of Deferred Discount) shall be deposited in the Trust Fund Account pursuant to the terms of the Trust Agreement and $___ shall be paid to the order along with such portion of the Company gross proceeds of the Private Placement Warrants (the “Private Placement Portion”) in order for the Trust Account to equal the product of (i) the number of Units sold and (ii) $10.20, upon delivery to the Representatives Representative of the Underwritten Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Underwritten Securities (or through the facilities of the Depository Trust Company (the “DTC”)) Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two (2) Business Days prior to the Closing Date. The If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Underwritten Securities for delivery, at least one (1) Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives Representative for all the Underwritten Securities. (c) Payment for the Option Securities shall be made as follows: $7.40 10.00 per Option Security (including $0.70 per Option Security of Deferred Discount) shall be deposited in the Trust Fund Account pursuant to the terms of the Trust Agreement upon delivery to the Representatives Representative of the Option Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the UnderwritersRepresentative) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The certificates representing the Option Securities to shall be delivered will be in such denominations and registered in such name or names and in such authorized denominations as the Representatives Representative may request not less than in writing at least two (2) Business Days prior to the Closing Date and will be made available to the Representatives for inspection, checking and packaging at the aforesaid office of the Company’s transfer agent or correspondent not less than one (1) Business Day prior to such Closing Date. Delivery of the Underwritten Securities and the Option Securities shall be If delivery is not made through the facilities of DTC unless DTC, the Representatives Company will permit the Representative to examine and package the Option Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall otherwise instructnot be obligated to sell or deliver the Option Securities except upon tender of payment by the Representative for all the Option Securities. (d) If the option provided for in Section 2(b) 2 hereof is exercised after the third second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to Citigroup Global Markets Inc.the Representative, at 3▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇in the same manner as the delivery of the Underwritten Securities, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ on the date specified by the Representatives Representative (which shall be within three at least two Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to or upon the order of the Company by wire transfer payable Trust Account as described above in same-day funds to an account specified by the CompanySection 3(b). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives Representative on the settlement date Additional Closing Date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b2(a) hereof shall have been exercised on or before the third Business Day prior to immediately preceding the Closing Date) shall be made at 10:00 AMa.m., New York City time, on [·], 20062020, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the CompanyCompany and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. (b) Payment for the Underwritten Securities shall be made as follows: $___ (or 294,000,000 of the proceeds received by the Company for the Underwritten Securities, including $___ per Underwritten Security) 10,500,000 of the Deferred Discount, shall be deposited in the Trust Fund Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and $___ shall be paid the public offering price per unit as set forth on the cover of the Prospectus upon delivery to the order Representatives of the Company Underwritten Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Underwritten Securities (or through the facilities of the Depository Trust Company (the “DTC”)) Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two (2) Business Days prior to the Closing Date. The If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Underwritten Securities for delivery, at least one (1) Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the Closing Date. (c) Payment for the Option Securities shall be made as follows: $7.40 9.80 per Option Security (including $0.35 per Option Security of Deferred Discount) shall be deposited in the Trust Fund Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representatives of the Option Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the UnderwritersRepresentatives) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The certificates representing the Option Securities to shall be delivered will be in such denominations and registered in such name or names and in such authorized denominations as the Representatives may request not less than in writing at least two (2) Business Days prior to the Closing Date and will be made available to the Representatives for inspection, checking and packaging at the aforesaid office of the Company’s transfer agent or correspondent not less than one (1) Business Day prior to such Closing Date. Delivery of the Underwritten Securities and the Option Securities shall be If delivery is not made through the facilities of DTC unless DTC, the Company will permit the Representatives to examine and package the Option Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall otherwise instruct. (d) not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representatives for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the applicable settlement date. If the option provided for in Section 2(b) hereof is exercised after the third second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to Citigroup Global Markets Inc.the Representatives, at 3▇▇ c/o Goldman ▇▇▇▇▇ & Co. LLC, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ and BofA Securities, Inc., ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ on the date specified by the Representatives (which shall be within three at least two Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable Trust Account as described above in same-day funds to an account specified by the CompanySection 3(c). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to the Closing Date) shall be made at 10:00 AMa.m., New York City time, on [Month] [Day], 20062014, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives Representative shall designate, which date and time may be postponed by agreement between the Representatives Representative and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the CompanyCompany and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. (ba) Payment for the Underwritten Securities shall be made as follows: $___ (or 95,250,000 of the proceeds received by the Company for the Underwritten Securities, including $___ per Underwritten Security) 3,250,000 of Deferred Discount, shall be deposited in the Trust Fund Account pursuant to the terms of the Trust Agreement and $___ 1,000,000 shall be paid to the order of the Company upon delivery to the Representatives Representative of the Underwritten Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Underwritten Securities (or through the facilities of the Depository Trust Company (the “DTC”)) Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two (2) Business Days prior to the Closing Date. The If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Underwritten Securities for delivery, at least one (1) Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives Representative for all the Underwritten Securities. (cb) Payment for the Option Securities shall be made as follows: $7.40 9.625 per Option Security (including $0.325 per Option Security of Deferred Discount) shall be deposited in the Trust Fund Account pursuant to the terms of the Trust Agreement upon delivery to the Representatives Representative of the Option Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the UnderwritersRepresentative) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The certificates representing the Option Securities to shall be delivered will be in such denominations and registered in such name or names and in such authorized denominations as the Representatives Representative may request not less than in writing at least two (2) Business Days prior to the Closing Date and will be made available to the Representatives for inspection, checking and packaging at the aforesaid office of the Company’s transfer agent or correspondent not less than one (1) Business Day prior to such Closing Date. Delivery of the Underwritten Securities and the Option Securities shall be If delivery is not made through the facilities of DTC unless DTC, the Representatives Company will permit the Representative to examine and package the Option Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall otherwise instruct. (d) not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representative for all the Option Securities. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to Citigroup Global Markets Inc.the Representative, at 3▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇ 10005, ▇▇ New York, New York, on the date specified by the Representatives Representative (which shall be within at least three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to or upon the order of the Company by wire transfer payable Trust Account as described above in same-day funds to an account specified by the CompanySection 3(b). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives Representative on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third second Business Day prior to the Closing Date) shall be made at 10:00 AM[●] a.m., New York City time, on [●], 20062021, or at such time on such later date not more than three at least two Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the CompanyCompany and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. (b) Payment for the Underwritten Securities shall be made as follows: $___ (or 204,000,000 of the proceeds received by the Company for the Underwritten Securities, including $___ per Underwritten Security) 7,000,000 of the Deferred Discount, shall be deposited in the Trust Fund Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and $___ shall be paid the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the order Representatives of the Company Underwritten Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Underwritten Securities (or through the facilities of the Depository Trust Company (the “DTC”)) Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two (2) Business Days prior to the Closing Date. The If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Underwritten Securities for delivery, at least one (1) Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the Closing Date. (c) Payment for the Option Securities shall be made as follows: $7.40 9.80 per Option Security (including any Deferred Discount attributable to the Option Securities) shall be deposited in the Trust Fund Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus, upon delivery to the Representatives of the Option Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the UnderwritersRepresentatives) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The certificates representing the Option Securities to shall be delivered will be in such denominations and registered in such name or names and in such authorized denominations as the Representatives may request not less than in writing at least two (2) Business Days prior to the Closing Date and will be made available to the Representatives for inspection, checking and packaging at the aforesaid office of the Company’s transfer agent or correspondent not less than one (1) Business Day prior to such Closing Date. Delivery of the Underwritten Securities and the Option Securities shall be If delivery is not made through the facilities of DTC unless DTC, the Company will permit the Representatives to examine and package the Option Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall otherwise instructnot be obligated to sell or deliver the Option Securities except upon tender of payment by the Representatives for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the applicable Option Closing Date. (d) If the option provided for in Section 2(b) hereof is exercised after the third second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at c/o Citigroup Global Markets Inc., at 3▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, and c/o Barclays Capital Inc., 7▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, on the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable Trust Account as described above in same-day funds to an account specified by the CompanySection 3(c). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date Option Closing Date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b‎2(b) hereof shall have been exercised on or before the third second (2nd) Business Day prior to the Closing Date) shall be made at 10:00 AMa.m., New York City time, on [●], 20062021, or at such time on such later date not more than three at least two (2) Business Days after the foregoing date as the Representatives Representative shall designate, which date and time may be postponed by agreement between the Representatives Representative and the Company or as provided in Section 9 ‎9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the CompanyCompany and to the Trust Account as described below in this Section ‎3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. (b) Payment for the Underwritten Securities shall be made as follows: $___ (or 245,000,000 of the proceeds received by the Company for the Underwritten Securities, including $___ per Underwritten Security) 8,750,000 of the Deferred Discount, shall be deposited in the Trust Fund Account pursuant to the terms of the Trust Agreement and $___ shall be paid to the order along with such portion of the Company gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Securities sold and the public offering price per Security as set forth on the cover of the Prospectus upon delivery to the Representatives Representative of the Underwritten Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Underwritten Securities (or through the facilities of the Depository Trust Company (the “DTC”)) Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two (2) Business Days prior to the Closing Date. The If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Underwritten Securities for delivery, at least one (1) Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives Representative for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one (1) Business Day prior to the Closing Date. (c) Payment for the Option Securities shall be made as follows: $7.40 9.80 per Option Security (including any Deferred Discount attributable to the Option Securities), shall be deposited in the Trust Fund Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Securities sold and the public offering price per Security as set forth on the cover of the Prospectus upon delivery to the Representatives Representative of the Option Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the UnderwritersRepresentative) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The certificates representing the Option Securities to shall be delivered will be in such denominations and registered in such name or names and in such authorized denominations as the Representatives Representative may request not less than in writing at least two (2) Business Days prior to the Closing Date Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and will be made available to package the Representatives Option Securities for inspectiondelivery, checking and packaging at the aforesaid office of the Company’s transfer agent or correspondent not less than least one (1) Business Day prior to such the Closing Date. Delivery of the Underwritten Securities and The Company shall not be obligated to sell or deliver the Option Securities shall be made through except upon tender of payment by the facilities of DTC unless Representative for all the Representatives shall otherwise instructOption Securities. Payment by the Underwriters for the Option Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one (1) Business Day prior to the applicable settlement date. (d) If the option provided for in Section 2(b‎2(b) hereof is exercised after the third second (2nd) Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representative, at c/o Citigroup Global Markets Inc., at 3▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ on the date specified by the Representatives Representative (which shall be within three (3) Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to or upon the order of the Company by wire transfer payable Trust Account as described above in same-day funds to an account specified by the CompanySection ‎3(c). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives Representative on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 ‎6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third second Business Day prior to the Closing Date) shall be made at [10:00 AMa.m.], New York City time, on [●], 20062021, or at such time on such later date not more than three at least two Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the CompanyCompany and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. (b) Payment for the Underwritten Securities shall be made as follows: $___ (or [147,000,000] of the proceeds received by the Company for the Underwritten Securities, including $___ per Underwritten Security) [5,250,000] of the Deferred Discount, shall be deposited in the Trust Fund Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and $___ shall be paid the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the order Representatives of the Company Underwritten Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Underwritten Securities (or through the facilities of the Depository Trust Company (the “DTC”)) Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two (2) Business Days prior to the Closing Date. The If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Underwritten Securities for delivery, at least one (1) Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the Closing Date. (c) Payment for the Option Securities shall be made as follows: $7.40 9.80 per Option Security (including any Deferred Discount attributable to the Option Securities) less an amount per unit equal to any dividends or distributions declared by the Company and payable on the Underwritten Securities but not payable on the Option Securities, shall be deposited in the Trust Fund Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representatives of the Option Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the UnderwritersRepresentatives) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The certificates representing the Option Securities to shall be delivered will be in such denominations and registered in such name or names and in such authorized denominations as the Representatives may request not less than in writing at least two (2) Business Days prior to the Closing Date and will be made available to the Representatives for inspection, checking and packaging at the aforesaid office of the Company’s transfer agent or correspondent not less than one (1) Business Day prior to such Closing Date. Delivery of the Underwritten Securities and the Option Securities shall be If delivery is not made through the facilities of DTC unless DTC, the Company will permit the Representatives to examine and package the Option Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall otherwise instructnot be obligated to sell or deliver the Option Securities except upon tender of payment by the Representatives for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the applicable settlement date. (d) If the option provided for in Section 2(b) hereof is exercised after the third second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at c/o Citigroup Global Markets Inc., at 3▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ and at c/▇ ▇▇▇▇▇▇▇▇▇ LLC, at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable Trust Account as described above in same-day funds to an account specified by the CompanySection 3(c). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b2(a) hereof shall have been exercised on or before the third Business Day prior to immediately preceding the Closing Date) shall be made at 10:00 AMa.m., New York City time, on April [•], 20062020, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the CompanyCompany and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. (b) Payment for the Underwritten Securities shall be made as follows: $___ (or 294,000,000 of the proceeds received by the Company for the Underwritten Securities, including $___ per Underwritten Security) 10,500,000 of the Deferred Discount, shall be deposited in the Trust Fund Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and $___ shall be paid the public offering price per unit as set forth on the cover of the Prospectus upon delivery to the order Representatives of the Company Underwritten Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Underwritten Securities (or through the facilities of the Depository Trust Company (the “DTC”)) Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two (2) Business Days prior to the Closing Date. The If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Underwritten Securities for delivery, at least one (1) Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the Closing Date. (c) Payment for the Option Securities shall be made as follows: $7.40 9.80 per Option Security (including $0.35 per Option Security of Deferred Discount) shall be deposited in the Trust Fund Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representatives of the Option Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the UnderwritersRepresentatives) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The certificates representing the Option Securities to shall be delivered will be in such denominations and registered in such name or names and in such authorized denominations as the Representatives may request not less than in writing at least two (2) Business Days prior to the Closing Date and will be made available to the Representatives for inspection, checking and packaging at the aforesaid office of the Company’s transfer agent or correspondent not less than one (1) Business Day prior to such Closing Date. Delivery of the Underwritten Securities and the Option Securities shall be If delivery is not made through the facilities of DTC unless DTC, the Company will permit the Representatives to examine and package the Option Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall otherwise instruct. (d) not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representatives for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the applicable settlement date. If the option provided for in Section 2(b) hereof is exercised after the third second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to Citigroup Global Markets Inc.the Representatives, at 3▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ c/o [•] on the date specified by the Representatives (which shall be within three at least two Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable Trust Account as described above in same-day funds to an account specified by the CompanySection 3(c). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third second Business Day prior to the Closing Date) shall be made at 10:00 AMa.m., New York City time, on [●], 20062021, or at such time on such later date not more than three at least two Business Days after the foregoing date as the Representatives Representative shall designate, which date and time may be postponed by agreement between the Representatives Representative and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the CompanyCompany and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. (b) Payment for the Underwritten Securities shall be made as follows: $___ (or 350,000,000 of the proceeds received by the Company for the Underwritten Securities, including $___ per Underwritten Security) 12,250,000 of the Deferred Discount, shall be deposited in the Trust Fund Account pursuant to the terms of the Trust Agreement and $___ shall be paid to the order along with such portion of the Company gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representatives Representative of the Underwritten Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Underwritten Securities (or through the facilities of the Depository Trust Company (the “DTC”)) Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two (2) Business Days prior to the Closing Date. The If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Underwritten Securities for delivery, at least one (1) Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives Representative for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the Closing Date. (c) Payment for the Option Securities shall be made as follows: $7.40 9.80 per Option Security (including any Deferred Discount attributable to the Option Securities), shall be deposited in the Trust Fund Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representatives Representative of the Option Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the UnderwritersRepresentative) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The certificates representing the Option Securities to shall be delivered will be in such denominations and registered in such name or names and in such authorized denominations as the Representatives Representative may request not less than in writing at least two (2) Business Days prior to the Closing Date and will be made available to the Representatives for inspection, checking and packaging at the aforesaid office of the Company’s transfer agent or correspondent not less than one (1) Business Day prior to such Closing Date. Delivery of the Underwritten Securities and the Option Securities shall be If delivery is not made through the facilities of DTC unless DTC, the Representatives Company will permit the Representative to examine and package the Option Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall otherwise instructnot be obligated to sell or deliver the Option Securities except upon tender of payment by the Representative for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the applicable settlement date. (d) If the option provided for in Section 2(b) hereof is exercised after the third second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representative, at c/o Citigroup Global Markets Inc., at 3▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ the date specified by the Representatives Representative (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to or upon the order of the Company by wire transfer payable Trust Account as described above in same-day funds to an account specified by the CompanySection 3(c). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives Representative on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third second Business Day prior to the Closing Date) shall be made at 10:00 AMa.m., New York City time, on March 2, 20062023, or at such time on such later date not more than three at least two Business Days after the foregoing date as the Representatives Representative shall designate, which date and time may be postponed by agreement between the Representatives Representative and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the CompanyCompany and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. (b) Payment for the Underwritten Securities shall be made as follows: $___ (or 117,600,000 of the proceeds received by the Company for the Underwritten Securities, including $___ per Underwritten Security) 4,200,000 of the Deferred Discount, shall be deposited in the Trust Fund Account pursuant to the terms of the Trust Agreement and $___ shall be paid to the order along with such portion of the Company gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representatives Representative of the Underwritten Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Underwritten Securities (or through the facilities of the Depository Trust Company (the “DTC”)) Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two (2) Business Days prior to the Closing Date. The If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Underwritten Securities for delivery, at least one (1) Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives Representative for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the Closing Date. (c) Payment for the Option Securities shall be made as follows: $7.40 9.80 per Option Security (including any Deferred Discount attributable to the Option Securities) shall be deposited in the Trust Fund Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus, upon delivery to the Representatives Representative of the Option Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the UnderwritersRepresentative) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The certificates representing the Option Securities to shall be delivered will be in such denominations and registered in such name or names and in such authorized denominations as the Representatives Representative may request not less than in writing at least two (2) Business Days prior to the Closing Date and will be made available to the Representatives for inspection, checking and packaging at the aforesaid office of the Company’s transfer agent or correspondent not less than one (1) Business Day prior to such Closing Date. Delivery of the Underwritten Securities and the Option Securities shall be If delivery is not made through the facilities of DTC unless DTC, the Representatives Company will permit the Representative to examine and package the Option Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall otherwise instructnot be obligated to sell or deliver the Option Securities except upon tender of payment by the Representative for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the applicable Option Closing Date. (d) If the option provided for in Section 2(b) hereof is exercised after the third second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to Citigroup Global Markets Inc.the Representative, at 3c/o Credit Suisse Securities (USA) LLC, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, ▇▇ on the date specified by the Representatives Representative (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to or upon the order of the Company by wire transfer payable Trust Account as described above in same-day funds to an account specified by the CompanySection 3(c). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives Representative on the settlement date Option Closing Date for the Option Securities, Securities and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, of supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third second Business Day prior to the Closing Date) shall be made at 10:00 AM[10:00] a.m., New York City time, on [●], 20062021, or at such time on such later date not more than three at least two Business Days after the foregoing date as the Representatives Representative shall designate, which date and time may be postponed by agreement between the Representatives Representative and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the CompanyCompany and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. (b) Payment for the Underwritten Securities shall be made as follows: $___ (or 200,000,000 of the proceeds received by the Company for the Underwritten Securities, including $___ per Underwritten Security) 7,000,000 of the Deferred Discount, shall be deposited in the Trust Fund Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Units in order for the Trust Account to equal the product of the number of Securities sold and $___ shall be paid to the order of the Company 10.10, upon delivery to the Representatives Representative of the Underwritten Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates or book-entry credits (in form and substance satisfactory to the RepresentativesRepresentative) representing the Underwritten Securities (or through the facilities of the Depository Trust Company (the “DTC”)) Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two (2) Business Days prior to the Closing Date. The If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Underwritten Securities for delivery, at least one (1) Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives Representative for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Units at least one Business Day prior to the Closing Date. (c) Payment for the Option Securities shall be made as follows: $7.40 9.80 per Option Security (including any Deferred Discount attributable to the Option Securities), shall be deposited in the Trust Fund Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Units in order for the Trust Account to equal the product of the number of Securities sold and $10.10, upon delivery to the Representatives Representative of the Option Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates or book-entry credits (in form and substance satisfactory to the UnderwritersRepresentative) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The certificates representing the Option Securities to shall be delivered will be in such denominations and registered in such name or names and in such authorized denominations as the Representatives Representative may request not less than in writing at least two (2) Business Days prior to the Closing Date and will be made available to the Representatives for inspection, checking and packaging at the aforesaid office of the Company’s transfer agent or correspondent not less than one (1) Business Day prior to such Closing Date. Delivery of the Underwritten Securities and the Option Securities shall be If delivery is not made through the facilities of DTC unless DTC, the Representatives Company will permit the Representative to examine and package the Option Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall otherwise instructnot be obligated to sell or deliver the Option Securities except upon tender of payment by the Representative for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Units at least one Business Day prior to the applicable settlement date. (d) If the option provided for in Section 2(b) hereof is exercised after the third second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representative, at c/o Citigroup Global Markets Inc., at 3▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ on the date specified by the Representatives Representative (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to or upon the order of the Company by wire transfer payable Trust Account as described above in same-day funds to an account specified by the CompanySection 3(c). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives Representative on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Firm Securities and the Option Optional Securities (if the option provided for in Section 2(b) 3 hereof shall have been exercised on or before the third second (2nd) Business Day prior to the Closing Date) shall be made at 10:00 AMa.m., New York City time, on [], 20062021, or at such time on such later date not more than three (3) Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Offered Securities being herein called the “Closing Date”). Delivery of the Offered Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the CompanyCompany and to the Trust Account as described below in this Section 4. Delivery of the Firm Securities and the Optional Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. (ba) Payment for the Underwritten Firm Securities shall be made as follows: $___ 196,000,000 of the net proceeds for the Firm Securities (or including $___ per Underwritten Security7,000,000 of Deferred Discount) shall be deposited in the Trust Fund Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the Trust Account to equal 100% of the product of the number of Units sold and $___ shall be paid the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the order Representatives of the Company Firm Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Underwritten Securities (or through the facilities of the Depository Trust Company (the “DTC”)) Firm Securities, in each case for the account of the Underwriters. The Underwritten Firm Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two (2) Business Days prior to the Closing Date. The If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Underwritten Firm Securities for delivery, at least one (1) Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Firm Securities except upon tender of payment by the Representatives for all the Underwritten Firm Securities. (cb) Payment for the Option Optional Securities shall be made as follows: $7.40 9.80 per Option Optional Security (including $0.350 per Optional Security of Deferred Discount) shall be deposited in the Trust Fund Account pursuant to the terms of the Trust Agreement upon delivery to the Representatives of the Optional Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the UnderwritersRepresentatives) representing the Option Optional Securities (or through the facilities of DTC) for the account of the Underwriters. The certificates representing the Option Optional Securities to shall be delivered will be in such denominations and registered in such name or names and in such authorized denominations as the Representatives may request not less than in writing at least two (2) Business Days prior to the Closing Date and settlement date of such Optional Securities. If delivery is not made through the facilities of DTC, the Company will be made available to permit the Representatives to examine and package the Optional Securities for inspectiondelivery, checking and packaging at the aforesaid office of the Company’s transfer agent or correspondent not less than least one (1) Business Day prior to the settlement date of such Closing DateOptional Securities. Delivery The Company shall not be obligated to sell or deliver the Optional Securities except upon tender of the Underwritten Securities and the Option Securities shall be made through the facilities of DTC unless payment by the Representatives shall otherwise instruct. (d) for all the Optional Securities. If the option provided for in Section 2(b) 3 hereof is exercised after the third second (2nd) Business Day prior to the Closing Date, the Company will deliver the Option Optional Securities (at the expense of the Company) to Citigroup Global Markets Inc.the Representatives, at 3▇▇ ▇▇Credit Suisse Securities (USA) LLC, Eleven Madison Avenue, New York, N.Y. 10010-3629, Attention: LCD-IBD and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (Asia) L.L.C., ▇▇▇ 68th Floor, ▇▇▇▇, ▇▇▇ ▇▇▇▇Kong Center, ▇▇ 2 Queen’s Road Central, Hong Kong, Attention: Equity Capital Markets, on the date specified by the Representatives (which shall be within three at least two (2) Business Days after exercise of said option) for the respective accounts account of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable Trust Account as described above in same-day funds to an account specified by the CompanySection 4(b). If settlement for the Option Optional Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option such Optional Securities, and the obligation of the Underwriters to purchase the Option such Optional Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 7 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Firm Securities and the Option Optional Securities (if the option provided for in Section 2(b) 3 hereof shall have been exercised on or before the third second (2nd) Business Day prior to the Closing Date) shall be made at 10:00 AMa.m., New York City time, on July 16, 20062020, or at such time on such later date not more than three (3) Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Offered Securities being herein called the “Closing Date”). Delivery of the Offered Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the CompanyCompany and to the Trust Account as described below in this Section 4. Delivery of the Firm Securities and the Optional Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. (ba) Payment for the Underwritten Firm Securities shall be made as follows: $___ 617,400,000 of the net proceeds for the Firm Securities (or including $___ per Underwritten Security22,050,000 of Deferred Discount) shall be deposited in the Trust Fund Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and $___ shall be paid the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the order Representatives of the Company Firm Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Underwritten Securities (or through the facilities of the Depository Trust Company (the “DTC”)) Firm Securities, in each case for the account of the Underwriters. The Underwritten Firm Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two (2) Business Days prior to the Closing Date. The If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Underwritten Firm Securities for delivery, at least one (1) Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Firm Securities except upon tender of payment by the Representatives for all the Underwritten Firm Securities. (cb) Payment for the Option Optional Securities shall be made as follows: $7.40 9.80 per Option Optional Security (including $0.350 per Optional Security of Deferred Discount) shall be deposited in the Trust Fund Account pursuant to the terms of the Trust Agreement upon delivery to the Representatives of the Optional Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the UnderwritersRepresentatives) representing the Option Optional Securities (or through the facilities of DTC) for the account of the Underwriters. The certificates representing the Option Optional Securities to shall be delivered will be in such denominations and registered in such name or names and in such authorized denominations as the Representatives may request not less than in writing at least two (2) Business Days prior to the Closing Date and settlement date of such Optional Securities. If delivery is not made through the facilities of DTC, the Company will be made available to permit the Representatives to examine and package the Optional Securities for inspectiondelivery, checking and packaging at the aforesaid office of the Company’s transfer agent or correspondent not less than least one (1) Business Day prior to the settlement date of such Closing DateOptional Securities. Delivery The Company shall not be obligated to sell or deliver the Optional Securities except upon tender of the Underwritten Securities and the Option Securities shall be made through the facilities of DTC unless payment by the Representatives shall otherwise instruct. (d) for all the Optional Securities. If the option provided for in Section 2(b) 3 hereof is exercised after the third second (2nd) Business Day prior to the Closing Date, the Company will deliver the Option Optional Securities (at the expense of the Company) to Citigroup Global Markets Inc.the Representatives, c/o Credit Suisse Securities (USA) LLC, at 3▇▇ Eleven Madison Avenue, New York, N.Y. 10010-3629, Attention: LCD-IBD, and c/o Goldman ▇▇▇▇▇ & Co. LLC, at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ Attention: Control Room, on the date specified by the Representatives (which shall be within three at least two (2) Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable Trust Account as described above in same-day funds to an account specified by the CompanySection 4(b). If settlement for the Option Optional Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option such Optional Securities, and the obligation of the Underwriters to purchase the Option such Optional Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 7 hereof.

Delivery and Payment. On the Closing Date, the Parties shall undertake the following: (a) Delivery Barrier shall cause to be delivered to Parent all share certificates representing Barrier Shares (except for share certificates in respect of Dissenting Shares), all agreements pertaining to Barrier Options, and payment written agreements between Barrier and each Optionee, substantially in the form attached hereto as Exhibit E, pursuant to which each Optionee agrees to accept in exchange for the Underwritten Securities and the Option Securities its Barrier Options consideration in accordance with Section 2.4 above (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to the Closing Date) which Barrier Options upon such exchange shall be made at 10:00 AMcancelled and retired without further obligation to any Person). In the event that any Shareholder no longer has in his, New York City timeher or its possession any of such certificates, on such holder shall, 2006in lieu of surrendering such certificates, or at such time on such later date not more than three Business Days after deliver to Barrier an Affidavit of Lost Certificate and Agreement to Indemnify in form reasonably satisfactory to Parent. It shall be a condition to Parent's obligations under Section 2.5(b) that the foregoing date as the Representatives shall designate, which date be delivered to Parent and time may that each such surrendered certificate be postponed by agreement between the Representatives and the Company properly endorsed or as provided otherwise in Section 9 hereof (such date and time of delivery and payment proper form for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the Companytransfer. (b) Payment Parent shall deliver (i) an amount equal to the Payoff Debt, payable by wire transfer to the applicable lender(s) thereunder, (ii) the Aggregate Consideration, payable by wire transfer to the Escrow Agent, (iii) the Holdback Amount, payable to the Escrow Agent in accordance with Section 2.6, (iv) the Price Adjustment Holdback Amount, payable to the Escrow Agent in accordance with Section 2.7(a), and (v) an amount equal to the Transaction Costs, payable to the Escrow Agent for distribution in accordance with instructions from the Underwritten Securities Shareholder Representative. The Aggregate Consideration shall be made as follows: $___ (or $___ per Underwritten Security) held by the Escrow Agent until the Effective Time and then shall be deposited distributed by the Escrow Agent, on behalf of the Shareholder Representative, (1) to each Shareholder and Optionee, the Per Share Closing Consideration for each Barrier Share (other than Dissenting Shares) and the Option Spread, net of any employee withholding amounts required to be withheld from such amount under applicable law, for each share of Barrier Common Stock subject to a Barrier Option held by such Shareholder or Optionee immediately prior to the Effective Time, in each case as set forth in Section 4.1(b) of the Trust Fund Barrier Disclosure Schedule, which Section shall be updated by Barrier as of the Closing to reflect the exercise of any employee options to purchase Barrier Common Stock and any Dissenting Shares, and (ii) to Barrier (for remittance to the proper Tax authorities), the aggregate amount of employee withholding amounts withheld pursuant to the terms of preceding clause (i). Subject to Section 2.9 below, neither Parent nor Merger Sub shall have any liability to Barrier or to any Shareholder or Optionee or other Person after the Trust Agreement and $___ shall be foregoing amounts are paid to the order of the Company upon delivery Escrow Agent, including, without limitation, any liability with respect to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Underwritten Securities (or through the facilities of the Depository Trust Company (the “DTC”)) for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two (2) Business Days prior to the Closing Date. The Company will permit the Representatives to examine and package the Underwritten Securities for delivery, at least one (1) Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment distribution thereof by the Representatives for all the Underwritten SecuritiesEscrow Agent. (c) Payment for the Option Securities shall be made as follows: $7.40 per Option Security shall be deposited in the Trust Fund pursuant to the Trust Agreement upon delivery to the Representatives of certificates (in form and substance satisfactory to the Underwriters) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The certificates representing the Option Securities to be delivered will be in such denominations and registered in such names as the Representatives request not less than two (2) Business Days prior to the Closing Date and will be made available to the Representatives for inspection, checking and packaging at the aforesaid office of the Company’s transfer agent or correspondent not less than one (1) Business Day prior to such Closing Date. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of DTC unless the Representatives shall otherwise instruct. (d) If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to Citigroup Global Markets Inc., at 3▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the Company. If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to the Closing Date) shall be made at 10:00 AMa.m., New York City time, on [●], 20062014, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”‘). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-same- day funds to an account specified by the CompanyCompany and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. (ba) Payment for the Underwritten Securities shall be made as follows: $___ (or 341,700,000 of the proceeds received by the Company for the Underwritten Securities, including $___ per Underwritten Security) 12,250,000 of Deferred Discount, shall be deposited in the Trust Fund Account pursuant to the terms of the Trust Agreement and $___ 1,300,000 shall be paid to the order of the Company upon delivery to the Representatives of the Underwritten Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Underwritten Securities (or through the facilities of the Depository Trust Company (the “DTC”)) Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two (2) Business Days prior to the Closing Date. The If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Underwritten Securities for delivery, at least one (1) Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives for all the Underwritten Securities. (cb) Payment for the Option Securities shall be made as follows: $7.40 9.80 per Option Security (including $0.35 per Option Security of Deferred Discount) shall be deposited in the Trust Fund Account pursuant to the terms of the Trust Agreement upon delivery to the Representatives of the Option Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the UnderwritersRepresentatives) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The certificates representing the Option Securities to shall be delivered will be in such denominations and registered in such name or names and in such authorized denominations as the Representatives may request not less than in writing at least two (2) Business Days prior to the Closing Date and will be made available to the Representatives for inspection, checking and packaging at the aforesaid office of the Company’s transfer agent or correspondent not less than one (1) Business Day prior to such Closing Date. Delivery of the Underwritten Securities and the Option Securities shall be If delivery is not made through the facilities of DTC unless DTC, the Company will permit the Representatives to examine and package the Option Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall otherwise instruct. (d) not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representatives for all the Option Securities. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to Citigroup Global Markets Inc.the Representatives, at 3▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇ 10005, ▇▇ New York, New York, on the date specified by the Representatives (which shall be within at least three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable Trust Account as described above in same-day funds to an account specified by the CompanySection 3(b). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third second Business Day prior to the Closing Date) shall be made at 10:00 AMa.m., New York City time, on November 26, 20062021, or at such time on such later date not more than three at least two (2) Business Days after the foregoing date as the Representatives Representative shall designate, which date and time may be postponed by agreement between the Representatives Representative and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the CompanyCompany and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. (b) Payment for the Underwritten Securities shall be made as follows: $___ 170,520,000 (or $___ per 196,620,000 if the Underwriters exercise their over-allotment option in full) of the proceeds received by the Company for the Underwritten SecuritySecurities, including $5,220,000 (or $6,525,000 if the Underwriters exercise their over-allotment option in full) of the Deferred Discount, shall be deposited in the Trust Fund Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and $___ shall be paid to the order of the Company 10.20 per Unit upon delivery to the Representatives Representative of the Underwritten Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Underwritten Securities (or through the facilities of the Depository Trust Company (the “DTC”)) Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two (2) Business Days prior to the Closing Date. The If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Underwritten Securities for delivery, at least one (1) Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives Representative for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one (1) Business Day prior to the Closing Date. (c) Payment for the Option Securities shall be made as follows: $7.40 10.00 per Option Security (including any Option Deferred Discount attributable to the Option Securities) shall be deposited in the Trust Fund Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and $10.20 per Unit, upon delivery to the Representatives Representative of the Option Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the UnderwritersRepresentative) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The certificates representing the Option Securities to shall be delivered will be in such denominations and registered in such name or names and in such authorized denominations as the Representatives Representative may request not less than in writing at least two (2) Business Days prior to the Closing Date Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and will be made available to package the Representatives Option Securities for inspectiondelivery, checking and packaging at the aforesaid office of the Company’s transfer agent or correspondent not less than least one (1) Business Day prior to such the Closing Date. Delivery of the Underwritten Securities and The Company shall not be obligated to sell or deliver the Option Securities shall be made through except upon tender of payment by the facilities of DTC unless Representative for all the Representatives shall otherwise instructOption Securities. Payment by the Underwriters for the Option Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one (1) Business Day prior to the Closing Date. (d) If the option provided for in Section 2(b) hereof is exercised after the third second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to Citigroup Global Markets Inc.the Representative, at 3c/o Mizuho Securities USA LLC, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ on the date specified by the Representatives Representative (which shall be within three (3) Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to or upon the order of the Company by wire transfer payable Trust Account as described above in same-day funds to an account specified by the CompanySection 3(c). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives Representative on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Firm Securities and the Option Optional Securities (if the option provided for in Section 2(b) 3 hereof shall have been exercised on or before the third second (2nd) Business Day prior to the Closing Date) shall be made at 10:00 AMa.m., New York City time, on [●], 20062021, or at such time on such later date not more than three (3) Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Offered Securities being herein called the “Closing Date”). Delivery of the Offered Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the CompanyCompany and to the Trust Account as described below in this Section 4. Delivery of the Firm Securities and the Optional Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. (ba) Payment for the Underwritten Firm Securities shall be made as follows: $___ 215,600,000 of the net proceeds for the Firm Securities (or including $___ per Underwritten Security7,700,000 of Deferred Discount) shall be deposited in the Trust Fund Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and $___ shall be paid the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the order Representatives of the Company Firm Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Underwritten Securities (or through the facilities of the Depository Trust Company (the “DTC”)) Firm Securities, in each case for the account of the Underwriters. The Underwritten Firm Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two (2) Business Days prior to the Closing Date. The If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Underwritten Firm Securities for delivery, at least one (1) Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Firm Securities except upon tender of payment by the Representatives for all the Underwritten Firm Securities. (cb) Payment for the Option Optional Securities shall be made as follows: $7.40 9.80 per Option Optional Security (including $0.35 per Optional Security of Deferred Discount) shall be deposited in the Trust Fund Account pursuant to the terms of the Trust Agreement upon delivery to the Representatives of the Optional Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the UnderwritersRepresentatives) representing the Option Optional Securities (or through the facilities of DTC) for the account of the Underwriters. The certificates representing the Option Optional Securities to shall be delivered will be in such denominations and registered in such name or names and in such authorized denominations as the Representatives may request not less than in writing at least two (2) Business Days prior to the Closing Date and settlement date of such Optional Securities. If delivery is not made through the facilities of DTC, the Company will be made available to permit the Representatives to examine and package the Optional Securities for inspectiondelivery, checking and packaging at the aforesaid office of the Company’s transfer agent or correspondent not less than least one (1) Business Day prior to the settlement date of such Closing DateOptional Securities. Delivery The Company shall not be obligated to sell or deliver the Optional Securities except upon tender of the Underwritten Securities and the Option Securities shall be made through the facilities of DTC unless payment by the Representatives shall otherwise instruct. (d) for all the Optional Securities. If the option provided for in Section 2(b) 3 hereof is not exercised after on or before the third second (2nd) Business Day prior to the Closing Date, the Company will deliver the Option Optional Securities (at the expense of the Company) to Citigroup Global Markets Inc.the Representatives, at 3▇▇ c/o Goldman ▇▇▇▇▇ & Co. LLC, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: Equity Syndicate Desk, on the date specified by the Representatives (which shall be within three at least two (2) Business Days after exercise of said option, unless otherwise agreed to by the Representatives and the Company) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable Trust Account as described above in same-day funds to an account specified by the CompanySection 4(b). If settlement for the Option Optional Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option such Optional Securities, and the obligation of the Underwriters to purchase the Option such Optional Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 7 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third second Business Day prior to the Closing Date) shall be made at 10:00 AMa.m., New York City time, on August [•], 20062020, or at such time on such later date not more than three at least two Business Days after the foregoing date as the Representatives Representative shall designate, which date and time may be postponed by agreement between the Representatives Representative and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the CompanyCompany and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. (b) Payment for the Underwritten Securities shall be made as follows: $___ (or [392,000,000] of the proceeds received by the Company for the Underwritten Securities, including $___ per Underwritten Security) [14,000,000] of the Deferred Discount, shall be deposited in the Trust Fund Account pursuant to the terms of the Trust Agreement and $___ shall be paid to the order along with such portion of the Company gross proceeds of the Private Placement Units in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representatives Representative of the Underwritten Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance reasonably satisfactory to the RepresentativesRepresentative) representing the Underwritten Securities (or through the facilities of the Depository Trust Company (the “DTC”)) Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two (2) Business Days prior to the Closing Date. The If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Underwritten Securities for delivery, at least one (1) Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives Representative for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Units at least one Business Day prior to the Closing Date. (c) Payment for the Option Securities shall be made as follows: $7.40 9.80 per Option Security (including any Deferred Discount attributable to the Option Securities), shall be deposited in the Trust Fund Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representatives Representative of the Option Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance reasonably satisfactory to the UnderwritersRepresentative) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The certificates representing the Option Securities to shall be delivered will be in such denominations and registered in such name or names and in such authorized denominations as the Representatives Representative may request not less than in writing at least two (2) Business Days prior to the Closing Date and will be made available to the Representatives for inspection, checking and packaging at the aforesaid office of the Company’s transfer agent or correspondent not less than one (1) Business Day prior to such Closing Date. Delivery of the Underwritten Securities and the Option Securities shall be If delivery is not made through the facilities of DTC unless DTC, the Representatives Company will permit the Representative to examine and package the Option Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall otherwise instructnot be obligated to sell or deliver the Option Securities except upon tender of payment by the Representative for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Units at least one Business Day prior to the applicable settlement date. (d) If the option provided for in Section 2(b) hereof is exercised after the third second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to Citigroup Global Markets Inc.the Representative, at 3▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇c/o Mizuho Securities USA LLC, ▇▇▇ ▇▇▇▇at 1271 Avenue of the Americas, ▇▇▇ ▇▇▇▇New York, ▇▇ New York, on the date specified by the Representatives Representative (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to or upon the order of the Company by wire transfer payable Trust Account as described above in same-day funds to an account specified by the CompanySection 3(c). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives Representative on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third second Business Day prior to the Closing Date) shall be made at 10:00 AMa.m., New York City time, on June [·], 20062020, or at such time on such later date not more than three at least two Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the CompanyCompany and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. (b) Payment for the Underwritten Securities shall be made as follows: $___ (or 196,000,000 of the proceeds received by the Company for the Underwritten Securities, including $___ per Underwritten Security) 7,000,000 of the Deferred Discount, shall be deposited in the Trust Fund Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and $___ shall be paid the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the order Representatives of the Company Underwritten Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Underwritten Securities (or through the facilities of the Depository Trust Company (the “DTC”)) Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two (2) Business Days prior to the Closing Date. The If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Underwritten Securities for delivery, at least one (1) Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the Closing Date. (c) Payment for the Option Securities shall be made as follows: $7.40 9.80 per Option Security (including any Deferred Discount attributable to the Option Securities), shall be deposited in the Trust Fund Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representatives of the Option Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the UnderwritersRepresentatives) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The certificates representing the Option Securities to shall be delivered will be in such denominations and registered in such name or names and in such authorized denominations as the Representatives may request not less than in writing at least two (2) Business Days prior to the Closing Date and will be made available to the Representatives for inspection, checking and packaging at the aforesaid office of the Company’s transfer agent or correspondent not less than one (1) Business Day prior to such Closing Date. Delivery of the Underwritten Securities and the Option Securities shall be If delivery is not made through the facilities of DTC unless DTC, the Company will permit the Representatives to examine and package the Option Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall otherwise instructnot be obligated to sell or deliver the Option Securities except upon tender of payment by the Representatives for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the applicable settlement date. (d) If the option provided for in Section 2(b) hereof is exercised after the third second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at c/o Citigroup Global Markets Inc., at 3▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable Trust Account as described above in same-day funds to an account specified by the CompanySection 3(c). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to the Closing Date) shall be made at [10:00 AM], New York City time, on [October ], 20062007, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives Representative shall designate, which date and time may be postponed by agreement between the Representatives Representative and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “"Closing Date”"). Delivery of the Securities shall be made to the Representatives Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the CompanyCompany and to the Trust Account as described in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company ("DTC") unless the Representative shall otherwise instruct. (b) Payment for the Underwritten Securities shall be made as follows: $___ (or $___ per Underwritten Security) 240,000,000 shall be deposited in the Trust Fund Account pursuant to the terms of the Trust Agreement and $___ the remaining proceeds shall be paid to the order of the Company upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Underwritten Securities (or through the facilities of the Depository Trust Company (the “DTC”)) for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two (2) Business Days prior to the Closing Date. The Company will permit the Representatives Representative to examine and package the Underwritten Securities for delivery, at least one (1) Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives Representative for all the Underwritten Securities. (c) Payment for the Option Securities shall be made as follows: $7.40 9.63 per Option Security shall be deposited in the Trust Fund Account pursuant to the Trust Agreement upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the UnderwritersRepresentative) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The certificates representing the Option Securities to be delivered will be in such denominations and registered in such names as the Representatives Representative request not less than two (2) Business Days prior to the Closing Date and will be made available to the Representatives Representative for inspection, checking and packaging at the aforesaid office of the Company’s 's transfer agent or correspondent not less than one (1) Business Day prior to such Closing Date. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of DTC unless the Representatives Representative shall otherwise instruct. (d) If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to Citigroup Global Markets Inc.the Representative, at 3▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ on the date specified by the Representatives Representative (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to the Trust Account as described above in Section 3(c) or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the Company. If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives Representative on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third second Business Day prior to the Closing Date) shall be made at 10:00 AMa.m., New York City time, on [·], 20062018, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the CompanyCompany and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. (ba) Payment for the Underwritten Securities shall be made as follows: U.S. $___ (or 292,500,000 of the proceeds received by the Company for the Underwritten Securities, including U.S. $___ per Underwritten Security) 10,500,000 of Deferred Discount, shall be deposited in the Trust Fund Account pursuant to the terms of the Trust Agreement and U.S. $___ 1,500,000 shall be paid to the order of the Company upon delivery to the Representatives of the Underwritten Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Underwritten Securities (or through the facilities of the Depository Trust Company (the “DTC”)) Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two (2) Business Days prior to the Closing Date. The If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Underwritten Securities for delivery, at least one (1) Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the payment by the Initial Shareholders to the Company for the Private Placement Warrants at least one Business Day prior to the Closing Date. (cb) Payment for the Option Securities shall be made as follows: U.S. $7.40 9.80 per Option Security (including U.S. $0.35 per Option Security of Deferred Discount) shall be deposited in the Trust Fund Account pursuant to the terms of the Trust Agreement upon delivery to the Representatives of the Option Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the UnderwritersRepresentatives) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The certificates representing the Option Securities to shall be delivered will be in such denominations and registered in such name or names and in such authorized denominations as the Representatives may request not less than in writing at least two (2) Business Days prior to the Closing Date and will be made available to the Representatives for inspection, checking and packaging at the aforesaid office of the Company’s transfer agent or correspondent not less than one (1) Business Day prior to such Closing Date. Delivery of the Underwritten Securities and the Option Securities shall be If delivery is not made through the facilities of DTC unless DTC, the Company will permit the Representatives to examine and package the Option Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall otherwise instruct. (d) not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representatives for all the Option Securities. If the option provided for in Section 2(b) hereof is exercised after the third second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to Citigroup Global Markets Inc.the Representatives, at 36▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ on the date specified by the Representatives (which shall be within at least three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable Trust Account as described above in same-day funds to an account specified by the CompanySection 3(b). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to immediately preceding the Closing Date) shall be made at 10:00 AMa.m., New York City time, on [•], 20062015, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives Representative shall designate, which date and time may be postponed by agreement between the Representatives Representative and the Company or as provided in Section 9 10 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the CompanyCompany and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. (b) Payment for the Underwritten Securities shall be made as follows: $___ (or [243,050,000] of the proceeds received by the Company for the Underwritten Securities, including $___ per Underwritten Security) [8,750,000] of Deferred Discount, shall be deposited in the Trust Fund Account pursuant to the terms of the Trust Agreement and $___ [1,950,000] shall be paid to the order of the Company upon delivery to the Representatives Representative of the Underwritten Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Underwritten Securities (or through the facilities of the Depository Trust Company (the “DTC”)) , in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two (2) Business Days prior to the Closing Date. The If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Underwritten Securities for delivery, at least one (1) Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives Representative for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the payment by the Sponsor to CST, as escrow agent, for the Private Placement Warrants at least one Business Day prior to the Closing Date. (c) Payment for the Option Securities shall be made as follows: $7.40 9.80 per Option Security (including any Deferred Discount attributable to the Option Securities) shall be deposited in the Trust Fund Account pursuant to the terms of the Trust Agreement upon delivery to the Representatives Representative of the Option Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the UnderwritersRepresentative) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The certificates representing the Option Securities to shall be delivered will be in such denominations and registered in such name or names and in such authorized denominations as the Representatives Representative may request not less than in writing at least two (2) Business Days prior to the Closing Date and will be made available to the Representatives for inspection, checking and packaging at the aforesaid office of the Company’s transfer agent or correspondent not less than one (1) Business Day prior to such Closing Date. Delivery of the Underwritten Securities and the Option Securities shall be If delivery is not made through the facilities of DTC unless DTC, the Representatives Company will permit the Representative to examine and package the Option Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall otherwise instruct. (d) not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representative for all the Option Securities. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to Citigroup Global Markets Inc., at 3▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ the date specified by the Representatives Representative (which shall be within at least three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to or upon the order of the Company by wire transfer payable Trust Account as described above in same-day funds to an account specified by the CompanySection 3(b). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives Representative on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) 2 hereof shall have been exercised on or before the third second Business Day prior to the Closing Date) shall be made at 10:00 AM9:00 a.m., New York City time, on January 22, 20062021, or at such time on such later date not more than three two Business Days after the foregoing date as the Representatives Representative shall designate, which date and time may be postponed by agreement between the Representatives Representative and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to or upon the order of the Company by wire transfer payable in Credit Suisse Securities (USA) LLC January 19, 2021 same-day funds to an account specified by the CompanyCompany and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. (ba) Payment for the Underwritten Securities shall be made as follows: $___ 245,000,000 of the net proceeds for the Underwritten Securities (or including $___ per Underwritten Security8,750,000 of Deferred Discount) shall be deposited in the Trust Fund Account pursuant to the terms of the Trust Agreement and $___ shall be paid to the order along with such portion of the Company gross proceeds from the sale of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the Public Offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representatives Representative of the Underwritten Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Underwritten Securities (or through the facilities of the Depository Trust Company (the “DTC”)) Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two (2) Business Days prior to the Closing Date. The If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Underwritten Securities for delivery, at least one (1) Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives Representative for all the Underwritten Securities. (cb) Payment for the Option Securities shall be made as follows: $7.40 9.80 per Option Security (including $0.35 per Option Security of Deferred Discount) shall be deposited in the Trust Fund Account pursuant to the terms of the Trust Agreement upon delivery to the Representatives Representative of the Option Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the UnderwritersRepresentative) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The certificates representing the Option Securities to shall be delivered will be in such denominations and registered in such name or names and in such authorized denominations as the Representatives Representative may request not less than in writing at least two (2) Business Days prior to the Closing Date and will be made available to the Representatives for inspection, checking and packaging at the aforesaid office of the Company’s transfer agent or correspondent not less than one (1) Business Day prior to such Closing Date. Delivery of the Underwritten Securities and the Option Securities shall be If delivery is not made through the facilities of DTC unless DTC, the Representatives Company will permit the Representative to examine and package the Option Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall otherwise instruct. (d) not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representative for all the Option Securities. If the option provided for in Section 2(b) 2 hereof is exercised after the third second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to Citigroup Global Markets Inc.Credit Suisse Securities (USA) LLC, at 3▇▇ ▇▇Eleven ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇, on the date specified by the Representatives Representative (which shall be within three at least two Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to or upon the order of the Company by wire transfer payable Trust Account as described above in same-day funds to an account specified by the CompanySection 3(b). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives Representative on the settlement date for Credit Suisse Securities (USA) LLC January 19, 2021 the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third second Business Day prior to the Closing Date) shall be made at 10:00 AM9:30 a.m., New York City time, on January 11, 20062021, or at such time on such later date not more than three at least two Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the CompanyCompany and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. (b) Payment for the Underwritten Securities shall be made as follows: $___ (or 392,000,000 of the proceeds received by the Company for the Underwritten Securities, including $___ per Underwritten Security) 14,000,000 of the Deferred Discount, shall be deposited in the Trust Fund Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Shares in order for the Trust Account to equal the product of the number of Ordinary Shares sold and $___ shall be paid the public offering price per Ordinary Share as set forth on the cover of the Prospectus upon delivery to the order Representatives of the Company Underwritten Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Underwritten Securities (or through the facilities of the Depository Trust Company (the “DTC”)) Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two (2) Business Days prior to the Closing Date. The If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Underwritten Securities for delivery, at least one (1) Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Shares at least one Business Day prior to the Closing Date. (c) Payment for the Option Securities shall be made as follows: $7.40 9.80 per Option Security (including any Deferred Discount attributable to the Option Securities), shall be deposited in the Trust Fund Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Shares in order for the Trust Account to equal the product of the number of Ordinary Shares sold and the public offering price per Ordinary Share as set forth on the cover of the Prospectus upon delivery to the Representatives of the Option Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the UnderwritersRepresentatives) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The certificates representing the Option Securities to shall be delivered will be in such denominations and registered in such name or names and in such authorized denominations as the Representatives may request not less than in writing at least two (2) Business Days prior to the Closing Date and will be made available to the Representatives for inspection, checking and packaging at the aforesaid office of the Company’s transfer agent or correspondent not less than one (1) Business Day prior to such Closing Date. Delivery of the Underwritten Securities and the Option Securities shall be If delivery is not made through the facilities of DTC unless DTC, the Company will permit the Representatives to examine and package the Option Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall otherwise instructnot be obligated to sell or deliver the Option Securities except upon tender of payment by the Representatives for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Shares at least one Business Day prior to the applicable settlement date. (d) If the option provided for in Section 2(b) hereof is exercised after the third second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at c/o Citigroup Global Markets Inc., at 3▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable Trust Account as described above in same-day funds to an account specified by the CompanySection 3(c). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third second Business Day prior to the Closing Date) shall be made at 10:00 AMam, New York City time, on [●], 20062021, or at such time on such later date not more than three at least two Business Days after the foregoing date as the Representatives Representative shall designate, which date and time may be postponed by agreement between the Representatives Representative and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the CompanyCompany and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. (b) Payment for the Underwritten Securities shall be made as follows: $___ $ [ ] (or $___ per up to $ [ ] if the Underwriters’ over-allotment option is exercised in full) of the proceeds received by the Company for the Underwritten SecuritySecurities, including $ [ ] (or up to $ [ ] if the Underwriters’ over-allotment option is exercised in full) of the Deferred Discount, shall be deposited in the Trust Fund Account pursuant to the terms of the Trust Agreement and $___ shall be paid to the order along with such portion of the Company gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representatives Representative of the Underwritten Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Underwritten Securities (or through the facilities of the Depository Trust Company (the “DTC”)) Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two (2) Business Days prior to the Closing Date. The If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Underwritten Securities for delivery, at least one (1) Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives Representative for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the Closing Date. (c) Payment for the Option Securities shall be made as follows: $7.40 9.80 per Option Security (including any Deferred Discount attributable to the Option Securities) shall be deposited in the Trust Fund Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representatives Representative of the Option Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the UnderwritersRepresentative) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The certificates representing the Option Securities to shall be delivered will be in such denominations and registered in such name or names and in such authorized denominations as the Representatives Representative may request not less than in writing at least two (2) Business Days prior to the Closing Date and will be made available to the Representatives for inspection, checking and packaging at the aforesaid office of the Company’s transfer agent or correspondent not less than one (1) Business Day prior to such Closing Date. Delivery of the Underwritten Securities and the Option Securities shall be If delivery is not made through the facilities of DTC unless DTC, the Representatives Company will permit the Representative to examine and package the Option Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall otherwise instructnot be obligated to sell or deliver the Option Securities except upon tender of payment by the Representative for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the applicable settlement date. (d) If the option provided for in Section 2(b) hereof is exercised after the third second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representative, at c/o Citigroup Global Markets Inc., at 3▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ the date specified by the Representatives Representative (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to or upon the order of the Company by wire transfer payable Trust Account as described above in same-day funds to an account specified by the CompanySection 3(c). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives Representative on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third second Business Day prior to the Closing Date) shall be made at 10:00 AMa.m., New York City time, on November [•], 20062023, or at such time on such later date not more than three at least two Business Days after the foregoing date as the Representatives Representative shall designate, which date and time may be postponed by agreement between the Representatives Representative and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the CompanyCompany and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. (ba) Payment for the Underwritten Securities shall be made as follows: $___ 300,000,000 of the net proceeds for the Underwritten Securities (or including $___ per Underwritten Security10,500,000 of Deferred Discount) shall be deposited in the Trust Fund Account pursuant to the terms of the Trust Agreement and $___ shall be paid to the order along with such portion of the Company gross proceeds from the sale of the Private Placement Warrants (the “Private Placement Portion”) in order for the Trust Account to equal the product of the number of Units sold and the Public Offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representatives Representative of the Underwritten Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Underwritten Securities (or through the facilities of the Depository Trust Company (the “DTC”)) Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two (2) Business Days prior to the Closing Date. The If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Underwritten Securities for delivery, at least one (1) Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives Representative for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the (i) payment by the Sponsor to the Company for the Private Placement Warrants and (ii) deposit of the Private Placement Portion by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the Closing Date. (cb) Payment for the Option Securities shall be made as follows: $7.40 9.80 per Option Security (including $0.35 per Option Security of Deferred Discount) shall be deposited in the Trust Fund Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the Public Offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representatives Representative of the Option Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the UnderwritersRepresentative) representing the Option Securities (or through the facilities of DTC) ), in each case for the account of the Underwriters. The certificates representing the Option Securities to shall be delivered will be in such denominations and registered in such name or names and in such authorized denominations as the Representatives Representative may request not less than in writing at least two (2) Business Days prior to the Closing Date and will be made available to the Representatives for inspection, checking and packaging at the aforesaid office of the Company’s transfer agent or correspondent not less than one (1) Business Day prior to such Closing Date. Delivery of the Underwritten Securities and the Option Securities shall be If delivery is not made through the facilities of DTC unless DTC, the Representatives Company will permit the Representative to examine and package the Option Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall otherwise instruct. not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representative for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the payment by the Sponsor to the Company for the Private Placement Warrants and deposit of such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the Trust Account, together with the proceeds to be received pursuant to this clause (d) b), to equal the product of the number of Units sold and the Public Offering price per Unit as set forth on the cover of the Prospectus by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the applicable settlement date. If the option provided for in Section 2(b) 2 hereof is exercised after the third second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to Citigroup Global Markets Inc.the Representative, at 3▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ on the date specified by the Representatives Representative (which shall be within at least three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to or upon the order of the Company by wire transfer payable Trust Account as described above in same-day funds to an account specified by the CompanySection 3(b). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives Representative on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Firm Securities and the Option Optional Securities (if the option provided for in Section 2(b) 3 hereof shall have been exercised on or before the third second (2nd) Business Day prior to the Closing Date) shall be made at 10:00 AMa.m., New York City time, on December 15, 20062020, or at such time on such later date not more than three (3) Business Days after the foregoing date as the Representatives Representative shall designate, which date and time may be postponed by agreement between the Representatives Representative and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Offered Securities being herein called the “Closing Date”). Delivery of the Offered Securities shall be made to the Representatives Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the CompanyCompany and to the Trust Account as described below in this Section 4. Delivery of the Firm Securities and the Optional Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. (ba) Payment for the Underwritten Firm Securities shall be made as follows: $___ 343,000,000 of the net proceeds for the Firm Securities (or including $___ per Underwritten Security12,250,000 of Deferred Discount) shall be deposited in the Trust Fund Account pursuant to the terms of the Trust Agreement and $___ shall be paid to the order along with such portion of the Company gross proceeds from the sale of the Private Placement Warrants in order for the Trust Account to equal the product of the number of SAILSM Securities sold and the public offering price per SAILSM Security as set forth on the cover of the Prospectus upon delivery to the Representatives Representative of the Firm Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Underwritten Securities (or through the facilities of the Depository Trust Company (the “DTC”)) Firm Securities, in each case for the account of the Underwriters. The Underwritten Firm Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two (2) Business Days prior to the Closing Date. The If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Underwritten Firm Securities for delivery, at least one (1) Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Firm Securities except upon tender of payment by the Representatives Representative for all the Underwritten Firm Securities. (cb) Payment for the Option Optional Securities shall be made as follows: $7.40 9.80 per Option Optional Security (including $0.35 per Optional Security of Deferred Discount) shall be deposited in the Trust Fund Account pursuant to the terms of the Trust Agreement upon delivery to the Representatives Representative of the Optional Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the UnderwritersRepresentative) representing the Option Optional Securities (or through the facilities of DTC) for the account of the Underwriters. The certificates representing the Option Optional Securities to shall be delivered will be in such denominations and registered in such name or names and in such authorized denominations as the Representatives Representative may request not less than in writing at least two (2) Business Days prior to the Closing Date settlement date of such Optional Securities. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and will be made available to package the Representatives Optional Securities for inspectiondelivery, checking and packaging at the aforesaid office of the Company’s transfer agent or correspondent not less than least one (1) Business Day prior to the settlement date of such Closing DateOptional Securities. Delivery The Company shall not be obligated to sell or deliver the Optional Securities except upon tender of payment by the Underwritten Securities and Representative for all the Option Securities shall be made through the facilities of DTC unless the Representatives shall otherwise instruct. (d) Optional Securities. If the option provided for in Section 2(b) 3 hereof is not exercised after the third Business Day prior to the Closing Date, the Company will deliver the Option Optional Securities (at the expense of the Company) to Citigroup Global Markets Inc.the Representative, at 3▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ Attention: Equity Syndicate Desk, on the date specified by the Representatives Representative (which shall be within three at least two (2) Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to or upon the order of the Company by wire transfer payable Trust Account as described above in same-day funds to an account specified by the CompanySection 4(b). If settlement for the Option Optional Securities occurs after the Closing Date, the Company will deliver to the Representatives Representative on the settlement date for the Option such Optional Securities, and the obligation of the Underwriters to purchase the Option such Optional Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 7 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third second Business Day prior to the Closing Date) shall be made at 10:00 AMa.m., New York City time, on June 11, 20062020, or at such time on such later date not more than three at least two Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the CompanyCompany and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. (b) Payment for the Underwritten Securities shall be made as follows: $___ (or 352,800,000 of the proceeds received by the Company for the Underwritten Securities, including $___ per Underwritten Security) 12,600,000 of the Deferred Discount, shall be deposited in the Trust Fund Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and $___ shall be paid the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the order Representatives of the Company Underwritten Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Underwritten Securities (or through the facilities of the Depository Trust Company (the “DTC”)) Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two (2) Business Days prior to the Closing Date. The If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Underwritten Securities for delivery, at least one (1) Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the Closing Date. (c) Payment for the Option Securities shall be made as follows: $7.40 9.80 per Option Security (including any Deferred Discount attributable to the Option Securities), shall be deposited in the Trust Fund Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representatives of the Option Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the UnderwritersRepresentatives) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The certificates representing the Option Securities to shall be delivered will be in such denominations and registered in such name or names and in such authorized denominations as the Representatives may request not less than in writing at least two (2) Business Days prior to the Closing Date and will be made available to the Representatives for inspection, checking and packaging at the aforesaid office of the Company’s transfer agent or correspondent not less than one (1) Business Day prior to such Closing Date. Delivery of the Underwritten Securities and the Option Securities shall be If delivery is not made through the facilities of DTC unless DTC, the Company will permit the Representatives to examine and package the Option Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall otherwise instructnot be obligated to sell or deliver the Option Securities except upon tender of payment by the Representatives for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the applicable settlement date. (d) If the option provided for in Section 2(b) hereof is exercised after the third second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at c/o Citigroup Global Markets Inc., at 3▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable Trust Account as described above in same-day funds to an account specified by the CompanySection 3(c). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third second Business Day prior to the Closing Date) shall be made at 10:00 AM5:00 p.m., New York City time, on [•], 20062025, or at such time on such later date not more than three at least two Business Days after the foregoing date as the Representatives Representative shall designate, which date and time may be postponed by agreement between the Representatives Representative and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the CompanyCompany and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. (ba) Payment for the Underwritten Securities shall be made as follows: $___ 400,000,000 of the net proceeds for the Underwritten Securities (or including $___ per Underwritten Security14,000,000 of Deferred Discount) shall be deposited in the Trust Fund Account pursuant to the terms of the Trust Agreement and $___ shall be paid to the order along with such portion of the Company gross proceeds from the sale of the Private Placement Units (the “Private Placement Portion”) in order for the Trust Account to equal the product of the number of Units sold and the Public Offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representatives Representative of the Underwritten Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Underwritten Securities (or through the facilities of the Depository Trust Company (the “DTC”)) Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two (2) Business Days prior to the Closing Date. The If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Underwritten Securities for delivery, at least one (1) Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives Representative for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the (i) payment by the Sponsor to the Company for the Private Placement Units and (ii) deposit of the Private Placement Portion by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the Closing Date. (cb) Payment for the Option Securities shall be made as follows: $7.40 10.00 per Option Security (including $0.35 per Option Security of Deferred Discount) shall be deposited in the Trust Fund Account pursuant to the terms of the Trust Agreement in order for the Trust Account to equal the product of the number of Units sold and the Public Offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representatives Representative of the Option Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the UnderwritersRepresentative) representing the Option Securities (or through the facilities of DTC) ), in each case for the account of the Underwriters. The certificates representing the Option Securities to shall be delivered will be in such denominations and registered in such name or names and in such authorized denominations as the Representatives Representative may request not less than in writing at least two (2) Business Days prior to the Closing Date and will be made available to the Representatives for inspection, checking and packaging at the aforesaid office of the Company’s transfer agent or correspondent not less than one (1) Business Day prior to such Closing Date. Delivery of the Underwritten Securities and the Option Securities shall be If delivery is not made through the facilities of DTC unless DTC, the Representatives Company will permit the Representative to examine and package the Option Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall otherwise instruct. (d) not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representative for all the Option Securities. If the option provided for in Section 2(b) 2 hereof is exercised after the third second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to Citigroup Global Markets Inc.the Representative, at 3▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ on the date specified by the Representatives Representative (which shall be within at least three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to or upon the order of the Company by wire transfer payable Trust Account as described above in same-day funds to an account specified by the CompanySection 3(b). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives Representative on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.