Common use of Private Placement of Warrants Clause in Contracts

Private Placement of Warrants. Simultaneously with the Closing Date, the Sponsor, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and GR Sleep LLC (an entity controlled by ▇▇▇▇▇ ▇▇▇▇▇▇) (collectively, the “PPW Investors”) will purchase from the Company pursuant to the Purchase Agreements (as defined in Section 2.21.2 hereof), an aggregate 8,250,000 private placement warrants, each exercisable to purchase one share of Class A Ordinary Shares at $11.50 per share, at a purchase price of $1.00 per warrant (the “Private Placement Warrants”) in a private placement intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the PPW Investors will purchase from the Company pursuant to the Purchase Agreements, up to an additional 900,000 Private Placement Warrants (if the Over-allotment Option is exercised in full) at a purchase price of $1.00 per Private Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act (the “Option Private Placement Warrants”). The private placement of the Private Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Private Placement Warrants nor the underlying Class A Ordinary Shares may be sold, assigned or transferred by the PPW Investors or their permitted transferees until 30 days after consummation of a Business Combination. $6,000,000 of the proceeds from the sale of the Private Placement Warrants and all of the proceeds from the sale of the Option Private Placement Warrants, if any, shall be deposited into the Trust Account.

Private Placement of Warrants. Simultaneously with the Closing Date, the Sponsor, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and GR Sleep LLC (an entity controlled by ▇▇▇▇▇ ▇▇▇▇▇▇) (collectively, the “PPW Investors”) Sponsor will purchase from the Company pursuant to the Purchase Agreements Agreement (as defined in Section 2.21.2 hereof), an aggregate 8,250,000 5,466,667 private placement warrants, each exercisable to purchase one share of Class A Ordinary Shares Common Stock at $11.50 per share, at a purchase price of $1.00 1.50 per warrant (the “Private Placement Warrants”) in a private placement intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the PPW Investors Sponsor will purchase from the Company pursuant to the Purchase AgreementsAgreement, up to an additional 900,000 600,000 Private Placement Warrants (if the Over-allotment Option is exercised in full) at a purchase price of $1.00 1.50 per Private Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act (the “Option Private Placement Warrants”). The private placement of the Private Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Private Placement Warrants nor the underlying shares of Class A Ordinary Shares Common Stock may be sold, assigned or transferred by the PPW Investors Sponsor or their its permitted transferees until 30 days after consummation of a Business Combination. $6,000,000 of the proceeds from the sale of the Private Placement Warrants and all of the proceeds from the sale of the Option Private Placement Warrants, if any, shall be deposited into the Trust Account.

Private Placement of Warrants. Simultaneously with the Closing Date, the Sponsor, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and GR Sleep LLC (an entity controlled by ▇▇▇▇▇ ▇▇▇▇▇▇) (collectively, the “PPW Investors”) Sponsor will purchase from the Company pursuant to the Purchase Agreements Agreement (as defined in Section 2.21.2 hereof), an aggregate 8,250,000 10,500,000 private placement warrants, each exercisable to purchase one share of Class A Ordinary Shares Common Stock at $11.50 per share, at a purchase price of $1.00 per warrant (the “Private Placement Warrants”) in a private placement intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the PPW Investors Sponsor will purchase from the Company pursuant to the Purchase AgreementsAgreement, up to an additional 900,000 1,200,000 Private Placement Warrants (if the Over-allotment Option is exercised in full) at a purchase price of $1.00 per Private Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act (the “Option Private Placement Warrants”). The private placement of the Private Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Private Placement Warrants nor the underlying shares of Class A Ordinary Shares Common Stock may be sold, assigned or transferred by the PPW Investors Sponsor or their its permitted transferees until 30 days after consummation of a Business Combination. $6,000,000 of the The proceeds from the sale of the Private Placement Warrants and all of the proceeds from the sale of the Option Private Placement Warrants, if any, shall be deposited into the Trust AccountAccount to the extent needed for the Trust Account to Equal 102% of the gross proceeds from the Offering.

Private Placement of Warrants. Simultaneously with the Closing Date, the Sponsor, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and GR Sleep LLC (an entity controlled by ▇▇▇▇▇ ▇▇▇▇▇▇) (collectively, the “PPW Investors”) Sponsor will purchase from the Company pursuant to the Purchase Agreements Agreement (as defined in Section 2.21.2 hereof), an aggregate 8,250,000 6,250,000 private placement warrants, each exercisable to purchase one share of Class A Ordinary Shares at $11.50 per share, at a purchase price of $1.00 per warrant (the “Private Placement Warrants”) in a private placement intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the PPW Investors Sponsor will purchase from the Company pursuant to the Purchase AgreementsAgreement, up to an additional 900,000 600,000 Private Placement Warrants (if the Over-allotment Option is exercised in full) at a purchase price of $1.00 per Private Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act (the “Option Private Placement Warrants”). The private placement of the Private Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Private Placement Warrants nor the underlying Class A Ordinary Shares may be sold, assigned or transferred by the PPW Investors Sponsor or their its permitted transferees until 30 days after consummation of a Business Combination. $6,000,000 6,250,000 of the proceeds from the sale of the Private Placement Warrants and all of the proceeds from the sale of the Option Private Placement Warrants, if any, shall be deposited into the Trust Account.

Private Placement of Warrants. Simultaneously with the Closing Date, the Sponsor, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and GR Sleep LLC (an entity controlled by ▇▇▇▇▇ ▇▇▇▇▇▇) (collectively, the “PPW Investors”) Sponsor will purchase from the Company pursuant to the Purchase Agreements Agreement (as defined in Section 2.21.2 hereof), an aggregate 8,250,000 6,895,000 private placement warrants, each exercisable to purchase one share of Class A Ordinary Shares Common Stock at $11.50 per share, at a purchase price of $1.00 per warrant (the “Private Placement Warrants”) in a private placement intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the PPW Investors Sponsor will purchase from the Company pursuant to the Purchase AgreementsAgreement, up to an additional 900,000 337,500 Private Placement Warrants (if the Over-allotment Option is exercised in full) at a purchase price of $1.00 per Private Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act (the “Option Private Placement Warrants”). The Private Placement Warrants and Option Private Placement Warrants, if any, are substantially identical to the Warrants, subject to certain exceptions. The private placement of the Private Placement Warrants and Option Private Placement Warrants, if any, is referred to herein as the “Warrant Private Placement.” None of the Private Placement Warrants Warrants, Option Private Placement Warrants, if any, nor the underlying shares of Class A Ordinary Shares Common Stock may be sold, assigned or transferred by the PPW Investors Sponsor or their its permitted transferees until 30 days after consummation of a Business Combination. $6,000,000 of the Certain proceeds from the sale of the Private Placement Warrants and all of the proceeds from the sale of the Option Private Placement Warrants, if any, shall be deposited into the Trust Account.

Private Placement of Warrants. Simultaneously with the Closing Date, the Sponsor, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and GR Sleep LLC (an entity controlled by ▇▇▇▇▇ ▇▇▇▇▇▇) (collectively, the “PPW Investors”) Sponsor will purchase from the Company pursuant to the Purchase Agreements Agreement (as defined in Section 2.21.2 hereof), an aggregate 8,250,000 4,333,333 private placement warrants, each exercisable to purchase one share of Class A Ordinary Shares Common Stock at $11.50 per share, at a purchase price of $1.00 1.50 per warrant (the “Private Placement Warrants”) in a private placement intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the PPW Investors Sponsor will purchase from the Company pursuant to the Purchase AgreementsAgreement, up to an additional 900,000 450,000 Private Placement Warrants (if the Over-allotment Option is exercised in full) at a purchase price of $1.00 1.50 per Private Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act (the “Option Private Placement Warrants”). The Private Placement Warrants and Option Private Placement Warrants, if any, are substantially identical to the Warrants, subject to certain exceptions. The private placement of the Private Placement Warrants and Option Private Placement Warrants, if any, is referred to herein as the “Warrant Private Placement.” None of the Private Placement Warrants Warrants, Option Private Placement Warrants, if any, nor the underlying shares of Class A Ordinary Shares Common Stock may be sold, assigned or transferred by the PPW Investors Sponsor or their its permitted transferees until 30 days after consummation of a Business Combination. $6,000,000 of the Certain proceeds from the sale of the Private Placement Warrants and all of the proceeds from the sale of the Option Private Placement Warrants, if any, shall be deposited into the Trust Account.

Private Placement of Warrants. Simultaneously with the Closing Date, the Sponsor, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Sponsor and GR Sleep LLC (an entity controlled by ▇▇▇▇▇ ▇▇▇▇▇▇) (collectively, the “PPW Investors”) Underwriters will purchase from the Company pursuant to the Purchase Agreements (as defined in Section 2.21.2 hereof), an aggregate 8,250,000 10,250,000 private placement warrantswarrants (9,250,000 to be purchased by the Sponsor and 1,000,000 to be purchased by the Underwriters), each exercisable to purchase one share of Class A Ordinary Shares Common Stock at $11.50 per share, at a purchase price of $1.00 per warrant (the “Private Placement Warrants”) in a private placement intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the PPW Investors Sponsor will purchase from the Company Company, pursuant to the Sponsor Purchase AgreementsAgreement (as defined in Section 2.21.2 hereof), up to an additional 900,000 1,200,000 Private Placement Warrants (if the Over-allotment Option is exercised in full) at a purchase price of $1.00 per Private Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act (the “Option Private Placement Warrants”). The private placement of the Private Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Private Placement Warrants nor the underlying shares of Class A Ordinary Shares Common Stock may be sold, assigned or transferred by the PPW Investors Sponsor, the Underwriters or their permitted transferees until 30 days after consummation of a Business Combination. $6,000,000 8,000,000 of the proceeds from the sale of the Private Placement Warrants and all of the proceeds from the sale of the Option Private Placement Warrants, if any, shall be deposited into the Trust Account.

Private Placement of Warrants. Simultaneously with the Closing Date, the Sponsor, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and GR Sleep LLC (an entity controlled by ▇▇▇▇▇ ▇▇▇▇▇▇) (collectively, the “PPW Investors”) Sponsor will purchase from the Company pursuant to the Purchase Agreements Agreement (as defined in Section 2.21.2 hereof), an aggregate 8,250,000 5,416,666 private placement warrants, each exercisable to purchase one share of Class A Ordinary Shares Common Stock at $11.50 per share, at a purchase price of $1.00 1.50 per warrant (the “Private Placement Warrants”) in a private placement intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the PPW Investors Sponsor will purchase from the Company pursuant to the Purchase AgreementsAgreement, up to an additional 900,000 600,000 Private Placement Warrants (if the Over-allotment Option is exercised in full) at a purchase price of $1.00 1.50 per Private Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act (the “Option Private Placement Warrants”). The private placement of the Private Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Private Placement Warrants nor the underlying shares of Class A Ordinary Shares Common Stock may be sold, assigned or transferred by the PPW Investors Sponsor or their its permitted transferees until 30 days after consummation of a Business Combination. $6,000,000 of the proceeds from the sale of the Private Placement Warrants and all of the proceeds from the sale of the Option Private Placement Warrants, if any, shall be deposited into the Trust Account.

Private Placement of Warrants. Simultaneously with the Closing Date, the Sponsor, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Sponsor and GR Sleep LLC (an entity controlled by ▇▇▇▇▇ ▇▇▇▇▇▇) (collectively, the “PPW Investors”) Underwriters will purchase from the Company pursuant to the Purchase Agreements (as defined in Section 2.21.2 hereof), an aggregate 8,250,000 10,650,000 private placement warrantswarrants (9,600,000 to be purchased by the Sponsor and 1,050,000 to be purchased by the Underwriters), each exercisable to purchase one share of Class A Ordinary Shares Common Stock at $11.50 per share, at a purchase price of $1.00 per warrant (the “Private Placement Warrants”) in a private placement placements intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the PPW Investors Sponsor will purchase from the Company Company, pursuant to the Sponsor Purchase AgreementsAgreement (as defined in Section 2.21.2 hereof), up to an additional 900,000 1,260,000 Private Placement Warrants (if the Over-allotment Option is exercised in full) at a purchase price of $1.00 per Private Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act (the “Option Private Placement Warrants”). The private placement of the Private Placement Warrants is referred to herein as the “Warrant Private PlacementPlacements.” None of the Private Placement Warrants nor the underlying shares of Class A Ordinary Shares Common Stock may be sold, assigned or transferred by the PPW Investors Sponsor, the Underwriters or their permitted transferees until 30 days after consummation of a Business Combination. $6,000,000 Certain of the proceeds from the sale of the Private Placement Warrants and all of the proceeds from the sale of the Option Private Placement Warrants, if any, shall be deposited into the Trust Account.

Private Placement of Warrants. Simultaneously with the Closing Date, the Sponsor, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and GR Sleep LLC (an entity controlled by ▇▇▇▇▇ ▇▇▇▇▇▇) (collectively, the “PPW Investors”) Sponsor will purchase from the Company pursuant to the Purchase Agreements Agreement (as defined in Section 2.21.2 hereof), an aggregate 8,250,000 6,500,000 private placement warrants, each exercisable to purchase one share of Class A Ordinary Shares Common Stock at $11.50 per share, at a purchase price of $1.00 per warrant (the “Firm Private Placement Warrants”) in a private placement intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any)Additionally, the PPW Investors will purchase Sponsor may subsequently extend, at its option, the time period to complete a Business Combination up to two times, each by an additional 3 months (for a total of up to 24 months to complete a Business Combination from the Company pursuant to the Purchase Agreements, closing of this offering) by purchasing 2,000,000 additional warrants (or up to an 2,300,000 additional 900,000 Private Placement Warrants (warrants if the Overover-allotment Option option is exercised in full) at a per extension, each warrant entitling its holder, upon exercise, to purchase price one share of Class A Common Stock, for $1.00 per Private Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act warrant (the “Option Extension Private Placement Warrants” and, together with the Firm Private Placement Warrants, the “Private Placement Warrants”). The private placement of the Private Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Private Placement Warrants nor the underlying shares of Class A Ordinary Shares Common Stock may be sold, assigned or transferred by the PPW Investors Sponsor or their its permitted transferees until 30 days after consummation of a Business Combination. $6,000,000 [4,000,000] of the proceeds from the sale of the Firm Private Placement Warrants and all of the proceeds from the sale sales of the Option Extension Private Placement Warrants, if any, shall be deposited into the Trust Account.

Private Placement of Warrants. Simultaneously with the Closing Date, the Sponsor, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and GR Sleep LLC (an entity controlled by ▇▇▇▇▇ ▇▇▇▇▇▇) (collectively, the “PPW Investors”) Sponsor will purchase from the Company pursuant to the Purchase Agreements Agreement (as defined in Section 2.21.2 hereof), an aggregate 8,250,000 4,666,667 private placement warrants, each exercisable to purchase one share of Class A Ordinary Shares Common Stock at $11.50 per share, at a purchase price of $1.00 1.50 per warrant (the “Private Placement Warrants”) in a private placement intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the PPW Investors Sponsor will purchase from the Company pursuant to the Purchase AgreementsAgreement, up to an additional 900,000 500,000 Private Placement Warrants (if the Over-allotment Option is exercised in full) at a purchase price of $1.00 1.50 per Private Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act (the “Option Private Placement Warrants”). The Private Placement Warrants and Option Private Placement Warrants, if any, are substantially identical to the Warrants, subject to certain exceptions. The private placement of the Private Placement Warrants and Option Private Placement Warrants, if any, is referred to herein as the “Warrant Private Placement.” None of the Private Placement Warrants Warrants, Option Private Placement Warrants, if any, nor the underlying shares of Class A Ordinary Shares Common Stock may be sold, assigned or transferred by the PPW Investors Sponsor or their its permitted transferees until 30 days after consummation of a Business Combination. $6,000,000 of the Certain proceeds from the sale of the Private Placement Warrants and all of the proceeds from the sale of the Option Private Placement Warrants, if any, shall be deposited into the Trust Account.

Private Placement of Warrants. Simultaneously with the Closing Date, the Sponsor, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and GR Sleep LLC (an entity controlled by ▇▇▇▇▇ ▇▇▇▇▇▇) (collectively, the “PPW Investors”) Sponsor will purchase from the Company pursuant to the Purchase Agreements Agreement (as defined in Section 2.21.2 hereof), an aggregate 8,250,000 6,500,000 private placement warrants, each exercisable to purchase one share of Class A Ordinary Shares Common Stock at $11.50 per share, at a purchase price of $1.00 per warrant (the “Firm Private Placement Warrants”) in a private placement intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the PPW Investors Sponsor will purchase from the Company pursuant to the Purchase AgreementsAgreement, up to an additional 900,000 Private Placement Warrants (if the Over-allotment Option is exercised in full) 600,000 warrants at a purchase price of $1.00 per Private Placement Warrant warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act (the “Option Private Placement Warrants”). Additionally, the Sponsor may subsequently purchase, at its option, 2,000,000 additional warrants (or up to 2,300,000 additional warrants if the over-allotment option is exercised in full) in order to extend the initial time period to consummate a Business Combination, each warrant entitling its holder, upon exercise, to purchase one share of Class A Common Stock, for $1.00 per warrant (the “Extension Private Placement Warrants” and, together with the Option Private Placement Warrants and the Firm Private Placement Warrants, the “Private Placement Warrants”). The private placement of the Private Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Private Placement Warrants nor the underlying shares of Class A Ordinary Shares Common Stock may be sold, assigned or transferred by the PPW Investors Sponsor or their its permitted transferees until 30 days after consummation of a Business Combination. $6,000,000 [4,000,000] of the proceeds from the sale of the Firm Private Placement Warrants and all of the proceeds from the sale sales of the Option Private Placement Warrants and Extension Private Placement Warrants, if any, shall be deposited into the Trust Account.

Private Placement of Warrants. Simultaneously with the Closing Date, the Sponsor, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and GR Sleep LLC (an entity controlled by ▇▇▇▇▇ ▇▇▇▇▇▇) (collectively, the “PPW Investors”) Sponsor will purchase from the Company pursuant to the Purchase Agreements Agreement (as defined in Section 2.21.2 hereof), an aggregate 8,250,000 6,500,000 private placement warrants, each exercisable to purchase one share of Class A Ordinary Shares Common Stock at $11.50 per share, at a purchase price of $1.00 per warrant (the “Firm Private Placement Warrants”) in a private placement intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any)Additionally, the PPW Investors will purchase Sponsor may subsequently extend, at its option, the time period to complete a Business Combination up to two times, each by an additional 3 months (for a total of up to 24 months to complete a Business Combination from the Company pursuant to the Purchase Agreements, closing of this offering) by purchasing 2,000,000 additional warrants (or up to an 2,300,000 additional 900,000 Private Placement Warrants (warrants if the Overover-allotment Option option is exercised in full) at a per extension, each warrant entitling its holder, upon exercise, to purchase price one share of Class A Common Stock, for $1.00 per Private Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act warrant (the “Option Extension Private Placement Warrants” and, together with the Firm Private Placement Warrants, the “Private Placement Warrants”). The private placement of the Private Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Private Placement Warrants nor the underlying shares of Class A Ordinary Shares Common Stock may be sold, assigned or transferred by the PPW Investors Sponsor or their its permitted transferees until 30 days after consummation of a Business Combination. $6,000,000 4,000,000 of the proceeds from the sale of the Firm Private Placement Warrants and all of the proceeds from the sale sales of the Option Extension Private Placement Warrants, if any, shall be deposited into the Trust Account.