Common use of Warrant Private Placement Clause in Contracts

Warrant Private Placement. Simultaneously with the Closing Date, (i) the Sponsor and the Underwriters will purchase from the Company, pursuant to the Purchase Agreements (as defined in Section 2.21.3 hereof), an aggregate of 5,000,000 warrants (3,500,000 by the Sponsor and 1,500,000 warrants by the Underwriters) or 5,450,000 warrants (3,725,000 by the Sponsor and 1,725,000 by the Underwriters) if the Over-Allotment Option is exercised in full (collectively, the “Placement Warrants”), which warrants are substantially identical to the Warrants included in the Firm Units, subject to certain exceptions, at a purchase price of $1.00 per Placement Warrant, in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The Underwriters agree to purchase Placement Warrants consistent with their pro rata allocation of the Offering. The private placement of the Placement Warrants to the Sponsor and the Underwriters is referred to herein as the “Warrant Private Placement.” Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. None of the Placement Warrants (or underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor, the Underwriters or their permitted transferees until thirty (30) days after consummation of a Business Combination. The Underwriters acknowledge and agree that the Placement Warrants and the underlying Ordinary Shares acquired by the Underwriters pursuant to the Purchase Agreement (as defined in Section 2.21.3) will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of one hundred and eighty (180) days beginning on the date of the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Underwriters pursuant to the Underwriters Purchase Agreement (as defined in Section 2.21.3) may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for one hundred and eighty (180) days beginning on the date of the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period.

Warrant Private Placement. Simultaneously with the Closing DateClosing, (i) the Sponsor (and/or its designees) and the Underwriters I-Bankers Securities, Inc. will separately purchase from the Company, Company pursuant to the Warrants Purchase Agreements Agreement (as defined in Section 2.21.3 hereof), below) an aggregate of 5,000,000 7,300,000 warrants (3,500,000 by of the Sponsor and 1,500,000 warrants by the Underwriters) or 5,450,000 warrants (3,725,000 by the Sponsor and 1,725,000 by the Underwriters) if the Over-Allotment Option is exercised in full Company (collectively, the “Placement Warrants”), which warrants are substantially identical to the Warrants included in the Firm Units, subject to certain exceptions, at a purchase price of $1.00 per Placement Warrant, ) in a private placement (the “Warrant Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The Underwriters agree to purchase Placement Warrants consistent with their pro rata allocation of and the Offering. securities underlying the Placement Warrants are hereinafter referred to collectively as the “Placement Securities.” The private placement Placement Warrants shall be identical to the Warrants sold in the Offering except that the warrants included in the Placement Warrants shall be (x) non-redeemable by the Company, and (y) may be exercised for cash or on a cashless basis, in each case so long as the warrants continue to be held by the initial purchasers of the Placement Warrants to or their permitted transferees (provided, that if the Sponsor Placement Warrants are not held by holders other than the initial purchasers or any of their permitted transferees, the Placement Warrants will be redeemable by the Company and exercisable by the Underwriters is referred to herein holders on the same basis as the “Warrants included in the Firm Units being sold in this Offering). There will be no placement agent in the Warrant Private Placement.” Certain proceeds Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Placement Warrants shall be deposited into the Trust Account. None of the Placement Warrants (or underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor, the Underwriters or their permitted transferees until thirty (30) days after consummation of a Business Combination. The Underwriters acknowledge and agree that the Placement Warrants and the underlying Ordinary Shares acquired by the Underwriters pursuant to the Purchase Agreement (as defined in Section 2.21.3) will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of one hundred and eighty (180) days beginning on the date of the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Underwriters pursuant to the Underwriters Purchase Agreement (as defined in Section 2.21.3) may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for one hundred and eighty (180) days beginning on the date of the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time periodSecurities.

Warrant Private Placement. Simultaneously with the Closing Date, (i) the Sponsor and the Underwriters Representative will purchase from the Company, Company pursuant to the Purchase Agreements (as defined in Section 2.21.3 2.21.2 hereof), an aggregate of 5,000,000 12,250,000 warrants (3,500,000 9,750,000 warrants to be purchased by the Sponsor and 1,500,000 2,500,000 warrants to be purchased by the Underwriters) or 5,450,000 warrants (3,725,000 by the Sponsor and 1,725,000 by the Underwriters) if the Over-Allotment Option is exercised in full (collectively, the “Placement Warrants”Representative), which warrants are substantially identical to the Warrants included in the Firm UnitsWarrants, subject to certain exceptionsexceptions (the “Placement Warrants”) at a purchase price of $1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Sponsor Purchase Agreement, up to an additional 750,000 Placement Warrants, at a purchase price of $1.00 per Placement Warrant, Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The Underwriters agree to purchase Placement Warrants consistent with their pro rata allocation of the Offering. The private placement of the Placement Warrants to the Sponsor and the Underwriters is referred to herein as the “Warrant Private Placement.” Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. None of the Placement Warrants (or underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor, the Underwriters Representative or their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Underwriters acknowledge Representative acknowledges and agree agrees that the Placement Warrants and the underlying Ordinary Shares acquired by the Underwriters pursuant to the Purchase Agreement (as defined in Section 2.21.3) will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of one hundred and eighty (180) 180 days beginning on the date of immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1)) of the FINRA Manual. Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Underwriters pursuant to the Underwriters Purchase Agreement (as defined in Section 2.21.3) may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for one hundred and eighty (180) 180 days beginning on the date of immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered associated persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period.

Warrant Private Placement. Simultaneously with On the Closing Date, (i) the Sponsor and the Underwriters (and/or its designees) will purchase from the Company, Company pursuant to the a Sponsor Warrant Purchase Agreements Agreement (as defined in Section 2.21.3 hereof), 2.21.2 below) an aggregate of 5,000,000 4,925,000 warrants of the Company (3,500,000 by the Sponsor and 1,500,000 warrants by the Underwriters) or 5,450,000 warrants (3,725,000 by the Sponsor and 1,725,000 by the Underwriters) if the Over-Allotment Option is exercised in full (collectively, the “Placement Warrants”), which warrants are substantially identical to the Warrants included in the Firm Units, subject to certain exceptions, at a purchase price of $1.00 per Placement WarrantWarrant in a private placement (the “Warrant Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act or another available exemption. The terms of the Placement Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Sponsor Warrant Purchase Agreement, up to an additional 487,500 Placement Warrants at a purchase price of $1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The Underwriters agree to purchase Placement Warrants consistent with their pro rata allocation of the Offering. The private placement of the Placement Warrants to the Sponsor and the Underwriters is referred to herein as the “Warrant Private Placement.” Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust AccountAct or another available exemption. None of the Placement Warrants (or underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor, the Underwriters Sponsor or their permitted its transferees until thirty (30) days after consummation of a Business Combination. The Underwriters acknowledge and agree purchase price for the Placement Warrants to be paid by the Sponsor has been delivered to CST or counsel to the Company or the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be. The Placement Warrants and the underlying Ordinary Shares acquired by shares of Common Stock issuable upon exercise of the Underwriters pursuant Placement Warrants are hereinafter referred to collectively as the Purchase Agreement (as defined in Section 2.21.3) “Placement Securities.” No underwriting discounts, commissions, or placement fees have been or will be deemed compensation by payable in connection with the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of one hundred and eighty (180) days beginning on Placement Securities sold in the date of Warrant Private Placement. The Public Securities, the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). AccordinglyRepresentative Shares, the Placement Warrants and the underlying Ordinary Founder Shares acquired by are hereinafter referred to collectively as the Underwriters pursuant to the Underwriters Purchase Agreement (as defined in Section 2.21.3) may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for one hundred and eighty (180) days beginning on the date of the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period“Securities.”

Warrant Private Placement. Simultaneously with On or prior to the Closing Date, (i) the Sponsor and the Underwriters (and/or its designees) will purchase from the Company, Company pursuant to the a Sponsor Warrant Purchase Agreements Agreement (as defined in Section 2.21.3 hereof), 2.21.2 below) an aggregate of 5,000,000 3,562,750 warrants (3,500,000 by of the Sponsor and 1,500,000 Company, which warrants by are identical to the Underwriters) or 5,450,000 warrants (3,725,000 by the Sponsor and 1,725,000 by the Underwriters) if the Over-Allotment Option is exercised in full Warrants subject to certain exceptions (collectively, the “Placement Warrants”), which warrants are substantially identical to the Warrants included in the Firm Units, subject to certain exceptions, at a purchase price of $1.00 per Placement WarrantWarrant in a private placement (the “Warrant Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act or another available exemption. The terms of the Placement Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Sponsor Warrant Purchase Agreement, up to an additional 337,500 Placement Warrants at a purchase price of $1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The Underwriters agree to purchase Placement Warrants consistent with their pro rata allocation of the Offering. The private placement of the Placement Warrants to the Sponsor and the Underwriters is referred to herein as the “Warrant Private Placement.” Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust AccountAct or another available exemption. None of the Placement Warrants (or underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor, the Underwriters Sponsor or their permitted its transferees until thirty (30) days after consummation of a Business Combination. The Underwriters acknowledge and agree purchase price for the Placement Warrants to be paid by the Sponsor has been delivered to CST or counsel to the Company or the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be. The Placement Warrants and the underlying Ordinary Shares acquired by shares of Common Stock issuable upon exercise of the Underwriters pursuant Placement Warrants are hereinafter referred to collectively as the Purchase Agreement (as defined in Section 2.21.3) “Placement Securities.” No underwriting discounts, commissions, or placement fees have been or will be deemed compensation by payable in connection with the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of one hundred and eighty (180) days beginning on Placement Securities sold in the date of the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1)Warrant Private Placement. AccordinglyThe Public Securities, the Placement Warrants Securities and the underlying Ordinary Founder Shares acquired by are hereinafter referred to collectively as the Underwriters pursuant to the Underwriters Purchase Agreement (as defined in Section 2.21.3) may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for one hundred and eighty (180) days beginning on the date of the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period“Securities.”

Warrant Private Placement. Simultaneously with On or prior to the Closing Date, (i) the Sponsor and the Underwriters (and/or its designees) will purchase from the Company, Company pursuant to the a Sponsor Warrant Purchase Agreements Agreement (as defined in Section 2.21.3 hereof), 2.21.2 below) an aggregate of 5,000,000 3,562,750 warrants (3,500,000 by of the Sponsor and 1,500,000 Company, which warrants by are identical to the Underwriters) or 5,450,000 warrants (3,725,000 by the Sponsor and 1,725,000 by the Underwriters) if the Over-Allotment Option is exercised in full Warrants subject to certain exceptions (collectively, the “Placement Warrants”), which warrants are substantially identical to the Warrants included in the Firm Units, subject to certain exceptions, at a purchase price of $1.00 per Placement WarrantWarrant in a private placement (the “Warrant Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act or another available exemption. The terms of the Placement Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Sponsor Warrant Purchase Agreement, up to an additional 337,500 Placement Warrants at a purchase price of $1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The Underwriters agree to purchase Placement Warrants consistent with their pro rata allocation of the Offering. The private placement of the Placement Warrants to the Sponsor and the Underwriters is referred to herein as the “Warrant Private Placement.” Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust AccountAct or another available exemption. None of the Placement Warrants (or underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor, the Underwriters Sponsor or their permitted its transferees until thirty (30) days after consummation of a Business Combination. The Underwriters acknowledge and agree purchase price for the Placement Warrants to be paid by the Sponsor has been delivered to CST or counsel to the Company or the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be. The Placement Warrants and the underlying Ordinary Shares acquired by shares of Common Stock issuable upon exercise of the Underwriters pursuant Placement Warrants are hereinafter referred to collectively as the Purchase Agreement (as defined in Section 2.21.3) “Placement Securities.” No underwriting discounts, commissions, or placement fees have been or will be deemed compensation by payable in connection with the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of one hundred and eighty (180) days beginning on Placement Securities sold in the date of the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1)Warrant Private Placement. AccordinglyThe Public Securities, the Placement Warrants Securities, the Representative Shares and the underlying Ordinary Founder Shares acquired by are hereinafter referred to collectively as the Underwriters pursuant to the Underwriters Purchase Agreement (as defined in Section 2.21.3) may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for one hundred and eighty (180) days beginning on the date of the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period“Securities.”

Warrant Private Placement. Simultaneously with the Closing Date, (i) the Sponsor and the Underwriters will purchase from the Company, Company pursuant to the Purchase Agreements (as defined in Section 2.21.3 2.21.2 hereof), an aggregate of 5,000,000 8,700,000 warrants (3,500,000 7,500,000 warrants to be purchased by the Sponsor and 1,500,000 1,200,000 warrants to be purchased by the Underwriters) or 5,450,000 warrants (3,725,000 by the Sponsor and 1,725,000 by , based on the Underwriters’ pro rata portions of the number of Firm Units to be purchased on Schedule A herein) if the Over-Allotment Option is exercised in full (collectively, the “Placement Warrants”), which warrants are substantially identical to the Warrants included in the Firm Units, Units subject to certain exceptions, exceptions at a purchase price of $1.00 per 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 Underwriters agree to purchase Placement Warrants consistent with their pro rata allocation of the Offering. The private placement of the Placement Warrants to the Sponsor and the Underwriters is referred to herein as the “Warrant Private Placement.” Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. None of the Placement Warrants (or underlying Ordinary Sharesshares of Common Stock) may be sold, assigned or transferred by the Sponsor, the Underwriters or their permitted transferees until thirty (30) days after consummation of a the Business Combination. The Underwriters acknowledge proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative, on behalf of the Underwriters, acknowledges and agree agrees that the Placement Warrants and the underlying Ordinary Shares acquired by the Underwriters pursuant to the Purchase Agreement (as defined in Section 2.21.3) Common Stock will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of one hundred and eighty (180) 180 days beginning on the date of immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Underwriters pursuant to the Underwriters Purchase Agreement (as defined in Section 2.21.3) Common Stock may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for one hundred and eighty (180) 180 days beginning on the date of immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period.

Warrant Private Placement. Simultaneously with the Closing Date, (i) the Sponsor and the Underwriters Representative will purchase from the Company, Company pursuant to the Purchase Agreements (as defined in Section 2.21.3 2.21.2 hereof), an aggregate of 5,000,000 4,850,000 private placement warrants (3,500,000 3,350,000 private placement warrants to be purchased by the Sponsor and 1,500,000 warrants to be purchased by the Underwriters) or 5,450,000 warrants (3,725,000 by the Sponsor and 1,725,000 by the Underwriters) if the Over-Allotment Option is exercised in full (collectively, the “Placement Warrants”Representative), which warrants are substantially identical each exercisable to the Warrants included in the Firm Units, subject to certain exceptionspurchase one Class A ordinary share at $11.50 per share, at a purchase price of $1.00 per warrant (the “Private Placement WarrantWarrants”) in a private placement intended to be exempt from registration under Act, pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the Sponsor and the Representative will purchase from the Company pursuant to the Purchase Agreements up to an additional 450,000 Private Placement Warrants (up to 225,000 Private Placement Warrants to be purchased by the Sponsor and up to 225,000 to be purchased by the Representative), at a purchase price of $1.00 per Private Placement Warrant in a private placement intended to be exempt from registration under the Act Act, pursuant to Section 4(a)(2) of the ActAct (the “Option Private Placement Warrants”). The Underwriters agree to purchase Private Placement Warrants consistent with their pro rata allocation of and the OfferingOption Private Placement Warrants, if any, are substantially identical to the Warrants, subject to certain exceptions. The private placement of the Private Placement Warrants to the Sponsor and the Underwriters Option Private Placement Warrants, if any, is referred to herein as the “Warrant Private Placement.” Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. None of the Private Placement Warrants, the Option Private Placement Warrants (or underlying the Class A Ordinary Shares) Shares issuable upon exercise of the Private Placement Warrants and the Option Private Placement Warrants, may be sold, assigned or transferred by the Sponsor, the Underwriters purchasers or their permitted transferees until thirty (30) 30 days after consummation of a Business Combination. The Underwriters acknowledge Certain proceeds from the sale of the Private Placement Warrants and agree that certain of the proceeds from the sale of the Option Private Placement Warrants, if any, shall be deposited into the Trust Account. In addition, for as long as any Private Placement Warrants and Option Private Placement Warrants are held by the Representative or its designees or affiliates, such Private Placement Warrants, Option Private Placement Warrants and the underlying Class A Ordinary Shares acquired by issuable upon exercise of the Underwriters pursuant to the Purchase Agreement (as defined in Section 2.21.3) Private Placement Warrants and Option Private Placement Warrants will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to the lock-up for a period of one hundred and eighty (180) days beginning on registration rights limitations imposed by FINRA Rule 5110 and the date of Private Placement Warrants may not be exercised after five years from the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Underwriters pursuant to the Underwriters Purchase Agreement (as defined in Section 2.21.3) may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for one hundred and eighty (180) days beginning on the date of the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period.

Warrant Private Placement. Simultaneously with the Closing Date, (i) the Sponsor and the Underwriters will purchase from the Company, pursuant to the Purchase Agreements (as defined in Section 2.21.3 hereof), an aggregate of 5,000,000 6,400,000 warrants (3,500,000 4,600,000 by the Sponsor and 1,500,000 1,800,000 warrants by the Underwriters) or 5,450,000 warrants (3,725,000 by the Sponsor and 1,725,000 by the Underwriters) if the Over-Allotment Option is exercised in full (collectively, the “Base Placement Warrants”), which warrants are substantially identical to the Warrants included in the Firm Units, subject to certain exceptions, at a purchase price of $1.00 per Base 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 Simultaneously with the Option Closing Date (if any), the Sponsor and the Underwriters agree will purchase from the Company, pursuant to purchase the Purchase Agreements, up to an additional 675,000 Placement Warrants consistent (225,000 Placement Warrants by the Sponsor and 450,000 Placement Warrants by the Underwriters) (collectively, the “Option Placement Warrants” and, together with their pro rata allocation of the OfferingBase Placement Warrants, the “Placement Warrants”). The private placement of the Placement Warrants to the Sponsor and the Underwriters is referred to herein as the “Warrant Private Placement.” Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. None of the Placement Warrants (or underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor, the Underwriters or their permitted transferees until thirty (30) days after consummation of a Business Combinationthe Specified Event. The purchase price for the Placement Warrants to be paid by the Sponsor has been delivered to Continental or counsel to the Company or the Representative at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be. The Underwriters acknowledge and agree that the Placement Warrants and the underlying Ordinary Shares acquired by the Underwriters pursuant to the Underwriters Purchase Agreement (as defined in Section 2.21.3) will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of one hundred and eighty (180) days beginning on the date of immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Underwriters pursuant to the Underwriters Purchase Agreement (as defined in Section 2.21.3) may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for one hundred and eighty (180) days beginning on the date of immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if so long as all securities so transferred remain subject to the lock-up restriction for the remainder of the time period.

Warrant Private Placement. Simultaneously with the Closing Date, (i) the Sponsor and the Underwriters Representative will purchase from the Company, pursuant to the Purchase Agreements (as defined in Section 2.21.3 hereof), an aggregate of 5,000,000 7,250,000 private placement warrants (3,500,000 or 7,632,500 private placement warrants if the underwriters’ over-allotment option is exercised in full) as follows: (i) 4,700,000 private placement warrants (including if the underwriters’ over-allotment option is exercised in full) by the Sponsor and 1,500,000 (ii) 2,550,000 warrants (or 2,932,500 warrants if the underwriters’ over-allotment option is exercised in full) by the Underwriters) or 5,450,000 warrants (3,725,000 by the Sponsor and 1,725,000 by the Underwriters) if the Over-Allotment Option is exercised in full (collectively, the “Placement Warrants”), which warrants are substantially identical to the Warrants included in the Firm Units, subject to certain exceptions, at a purchase price of $$ 1.00 per Placement Warrant, in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(24(a) (2) of the Act. The Underwriters agree to purchase Placement Warrants consistent with their pro rata allocation of the Offering. The private placement of the Placement Warrants to the Sponsor and the Underwriters is referred to herein as the “Warrant Private Placement.” Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. None of the Placement Warrants (or underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor, the Underwriters or their permitted transferees until thirty (30) days after consummation of a Business Combination. The Underwriters acknowledge and agree that the Placement Warrants and the underlying Ordinary Shares acquired by the Underwriters pursuant to the Purchase Agreement (as defined in Section 2.21.3) will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of one hundred and eighty (180) days beginning on the date of immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Underwriters pursuant to the Underwriters Purchase Agreement (as defined in Section 2.21.32,21.3) may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for one hundred and eighty (180) days beginning on the date of immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period.

Warrant Private Placement. Simultaneously with the Closing Date, (i) the Sponsor and the Underwriters will purchase from the Company, Company pursuant to the Purchase Agreements (as defined in Section 2.21.3 2.21.2 hereof), an aggregate of 5,000,000 8,000,000 warrants (3,500,000 7,000,000 warrants to be purchased by the Sponsor and 1,500,000 1,000,000 warrants to be purchased by the Underwriters) or 5,450,000 warrants (3,725,000 by the Sponsor and 1,725,000 by , based on the Underwriters) if ’ pro rata portions of the Over-Allotment Option is exercised in full (collectively, the “Placement Warrants”Deferred Underwriting Commission), which warrants are substantially identical to the Warrants included in the Firm Units, subject to certain exceptionsexceptions (collectively, the “Placement Warrants”) at a purchase price of $1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the Sponsor and the Underwriters will purchase from the Company pursuant to the Purchase Agreements, up to an additional 900,000 Placement Warrants (750,000 warrants to be purchased by the Sponsor and 150,000 warrants to be purchased by the Underwriters, based on the Underwriters’ pro rata portions of the Deferred Underwriting Commission), at a purchase price of $1.00 per 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 Underwriters agree to purchase Placement Warrants consistent with their pro rata allocation of the Offering. The private placement of the Placement Warrants to the Sponsor and the Underwriters is referred to herein as the “Warrant Private Placement.” Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. None of the Placement Warrants (or underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor, the Underwriters Sponsor or their its permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Underwriters acknowledge Representative, on behalf of the Underwriters, acknowledges and agree agrees that the Placement Warrants and the underlying Ordinary Shares acquired by the Underwriters pursuant to the Purchase Agreement (as defined in Section 2.21.3) will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of one hundred and eighty (180) 180 days beginning on the date of immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1)) of the FINRA Manual. Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Underwriters pursuant to the Underwriters Purchase Agreement (as defined in Section 2.21.3) may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for one hundred and eighty (180) 180 days beginning on the date of immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered associated persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period.

Warrant Private Placement. Simultaneously with the Closing Date, (i) the Sponsor and the Underwriters will purchase from the Company, Company pursuant to the Purchase Agreements (as defined in Section 2.21.3 2.21.2 hereof), ) an aggregate of 5,000,000 7,000,000 warrants (3,500,000 by the Sponsor and 1,500,000 7,750,000 warrants by the Underwriters) or 5,450,000 warrants (3,725,000 by the Sponsor and 1,725,000 by the Underwriters) if the Overover-Allotment Option allotment option is exercised in full full) which warrants are substantially identical to the Warrants subject to certain exceptions (collectively, the “Placement Warrants”), which warrants are substantially identical to the Warrants included in the Firm Units, subject to certain exceptions, ) at a purchase price of $1.00 per Placement Warrant, Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The Underwriters agree Of those 7,000,000 warrants (or 7,500,000 warrants if the Over-allotment Option is exercised in full), the Sponsor has agreed to purchase Placement Warrants consistent with their pro rata allocation of 6,000,000 warrants (or 6,600,000 warrants if the OfferingOver-allotment Option is exercised in full) and the Underwriters have agreed to purchase 1,000,000 warrants (or 1,150,000 warrants if the Over-allotment option is exercised in full) in the aggregate. The private placement of the Placement Warrants to the Sponsor and the Underwriters is referred to herein as the “Warrant Private Placement.” Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. None The Representative, on behalf of the Placement Warrants (or underlying Ordinary Shares) may be soldUnderwriters, assigned or transferred by the Sponsor, the Underwriters or their permitted transferees until thirty (30) days after consummation of a Business Combination. The Underwriters acknowledge acknowledges and agree agrees that the Placement Warrants and the underlying Ordinary Shares acquired by the Underwriters pursuant to the Purchase Agreement (as defined in Section 2.21.3) Common Stock will be deemed compensation by the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”) and will therefore be subject to lock-up for a period of one hundred and eighty (180) 180 days beginning on the date of immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Underwriters pursuant to the Underwriters Purchase Agreement (as defined in Section 2.21.3) Common Stock may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for one hundred and eighty (180) 180 days beginning on the date of immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period.

Warrant Private Placement. Simultaneously with On the Closing Date, (i) the Sponsor and the Underwriters (and/or its designees) will purchase from the Company, Company pursuant to the a Sponsor Warrant Purchase Agreements Agreement (as defined in Section 2.21.3 hereof), 2.21.2 below) an aggregate of 5,000,000 5,050,000 warrants of the Company (3,500,000 by the Sponsor and 1,500,000 warrants by the Underwriters) or 5,450,000 warrants (3,725,000 by the Sponsor and 1,725,000 by the Underwriters) if the Over-Allotment Option is exercised in full (collectively, the “Placement Warrants”), which warrants are substantially identical to the Warrants included in the Firm Units, subject to certain exceptions, at a purchase price of $1.00 per Placement WarrantWarrant in a private placement (the “Warrant Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act or another available exemption. The material terms of the Placement Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Sponsor Warrant Purchase Agreement, up to an additional 450,000 Placement Warrants at a purchase price of $1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The Underwriters agree to purchase Placement Warrants consistent with their pro rata allocation of the Offering. The private placement of the Placement Warrants to the Sponsor and the Underwriters is referred to herein as the “Warrant Private Placement.” Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust AccountAct or another available exemption. None of the Placement Warrants (or underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor, the Underwriters Sponsor or their permitted its transferees until thirty (30) days after consummation of a Business Combination. The Underwriters acknowledge and agree purchase price for the Placement Warrants to be paid by the Sponsor has been delivered to CST or counsel to the Company or the Representative to hold in a separate escrow account, or the Trust Account, at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be. The Placement Warrants and the underlying Ordinary Shares acquired by shares of Common Stock issuable upon exercise of the Underwriters pursuant Placement Warrants are hereinafter referred to collectively as the Purchase Agreement (as defined in Section 2.21.3) “Placement Securities.” No underwriting discounts, commissions, or placement fees have been or will be deemed compensation by payable in connection with the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of one hundred and eighty (180) days beginning on Placement Securities sold in the date of Warrant Private Placement. The Public Securities, the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). AccordinglyRepresentative Securities, the Placement Warrants Securities and the underlying Ordinary Founder Shares acquired by are hereinafter referred to collectively as the Underwriters pursuant to the Underwriters Purchase Agreement (as defined in Section 2.21.3) may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for one hundred and eighty (180) days beginning on the date of the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period“Securities.”

Warrant Private Placement. Simultaneously with the Closing Date, (i) the Sponsor and the Underwriters will purchase from the Company, pursuant to the Purchase Agreements (as defined in Section 2.21.3 hereof), an aggregate of 5,000,000 5,750,000 warrants (3,500,000 4,000,000 warrants by the Sponsor and 1,500,000 1,750,000 warrants by the Underwriters), or 6,275,000 warrants if the Over-allotment Option is exercised in full (4,262,500 warrants by the Sponsor and 2,012,500 warrants by the Underwriters) or 5,450,000 warrants (3,725,000 by the Sponsor and 1,725,000 by the Underwriters) if the Over-Allotment Option is exercised in full (collectively, the “Placement Warrants”), which warrants are substantially identical to the Warrants included in the Firm Units, subject to certain exceptions, at a purchase price of $1.00 per Placement Warrant, in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The Underwriters agree to purchase Placement Warrants consistent with their pro rata allocation of the Offering. The private placement of the Placement Warrants to the Sponsor and the Underwriters is referred to herein as the “Warrant Private Placement.” Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. None of the Placement Warrants (or underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor, the Underwriters or their permitted transferees until thirty (30) days after consummation of a Business Combination. The Underwriters acknowledge and agree that the Placement Warrants and the underlying Ordinary Shares acquired by the Underwriters pursuant to the Purchase Agreement (as defined in Section 2.21.3) will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of one hundred and eighty (180) days beginning on the date of immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Underwriters pursuant to the Underwriters Purchase Agreement (as defined in Section 2.21.3) may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for one hundred and eighty (180) days beginning on immediately following the effective date of the commencement of sales of the OfferingRegistration Statement, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period.

Warrant Private Placement. Simultaneously with the Closing Date, (i) the Sponsor and the Underwriters will purchase from the Company, pursuant to the Purchase Agreements (as defined in Section 2.21.3 hereof), an aggregate of 5,000,000 warrants (3,500,000 by the Sponsor and 1,500,000 warrants by the Underwriters) or 5,450,000 warrants (3,725,000 by the Sponsor and 1,725,000 by the Underwriters) if the Over-Allotment Option is exercised in full (collectively, the “Placement Warrants”), which warrants are substantially identical to the Warrants included in the Firm Units, subject to certain exceptions, at a purchase price of $1.00 per Placement Warrant, in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The Underwriters agree to purchase Placement Warrants consistent with their pro rata allocation of the Offering. The private placement of the Placement Warrants to the Sponsor and the Underwriters is referred to herein as the “Warrant Private Placement.” Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. None of the Placement Warrants (or underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor, the Underwriters or their permitted transferees until thirty (30) days after consummation of a Business Combination. The Underwriters acknowledge and agree that the Placement Warrants and the underlying Ordinary Shares acquired by the Underwriters pursuant to the Purchase Agreement (as defined in Section 2.21.3) will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of one hundred and eighty (180) days beginning on the date of immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Underwriters pursuant to the Underwriters Purchase Agreement (as defined in Section 2.21.3) may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for one hundred and eighty (180) days beginning on the date of immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period.

Warrant Private Placement. Simultaneously with the Closing Date, (i) the Sponsor and the Underwriters will purchase from the Company, pursuant to the Purchase Agreements (as defined in Section 2.21.3 hereof), an aggregate of 5,000,000 5,625,000 warrants (3,500,000 3,750,000 warrants by the Sponsor and 1,500,000 1,875,000 warrants by the Underwriters), or 6,131,250 warrants if the Over-allotment Option is exercised in full (3,975,000 warrants by the Sponsor and 2,156,250 warrants by the Underwriters) or 5,450,000 warrants (3,725,000 by the Sponsor and 1,725,000 by the Underwriters) if the Over-Allotment Option is exercised in full (collectively, the “Placement Warrants”), which warrants are substantially identical to the Warrants included in the Firm Units, subject to certain exceptions, at a purchase price of $1.00 per Placement Warrant, in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The Underwriters agree to purchase Placement Warrants consistent with their pro rata allocation of the Offering. The private placement of the Placement Warrants to the Sponsor and the Underwriters is referred to herein as the “Warrant Private Placement.” Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. None of the Placement Warrants (or underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor, the Underwriters or their permitted transferees until thirty (30) days after consummation of a Business Combination. The Underwriters acknowledge and agree that the Placement Warrants and the underlying Ordinary Shares acquired by the Underwriters pursuant to the Purchase Agreement (as defined in Section 2.21.3) will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of one hundred and eighty (180) days beginning on the date of immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Underwriters pursuant to the Underwriters Purchase Agreement (as defined in Section 2.21.3) may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for one hundred and eighty (180) days beginning on immediately following the effective date of the commencement of sales of the OfferingRegistration Statement, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period.

Warrant Private Placement. Simultaneously with the Closing Date, (i) the Sponsor and the Underwriters will purchase from the Company, pursuant to the Purchase Agreements (as defined in Section 2.21.3 hereof), an aggregate of 5,000,000 5,650,000 warrants (3,500,000 4,150,000 by the Sponsor and 1,500,000 warrants by the Underwriters) or 5,450,000 warrants (3,725,000 by the Sponsor and 1,725,000 by the Underwriters) if the Over-Allotment Option is exercised in full (collectively, the “Base Placement Warrants”), which warrants are substantially identical to the Warrants included in the Firm Units, subject to certain exceptions, at a purchase price of $1.00 per Base 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 Simultaneously with the Option Closing Date (if any), the Sponsor and the Underwriters agree will purchase from the Company, pursuant to purchase the Purchase Agreements, up to an additional 562,500 Placement Warrants consistent (112,500 Placement Warrants by the Sponsor and 450,000 Placement Warrants by the Underwriters) (collectively, the “Option Placement Warrants” and, together with their pro rata allocation of the OfferingBase Placement Warrants, the “Placement Warrants”). The private placement of the Placement Warrants to the Sponsor and the Underwriters is referred to herein as the “Warrant Private Placement.” Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. None of the Placement Warrants (or underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor, the Underwriters or their permitted transferees until thirty (30) days after consummation of a Business Combinationthe Specified Event. The purchase price for the Placement Warrants to be paid by the Sponsor has been delivered to Continental or counsel to the Company or the Representative at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be. The Underwriters acknowledge and agree that the Placement Warrants and the underlying Ordinary Shares acquired by the Underwriters pursuant to the Underwriters Purchase Agreement (as defined in Section 2.21.3) will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of one hundred and eighty (180) days beginning on the date of immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Underwriters pursuant to the Underwriters Purchase Agreement (as defined in Section 2.21.3) may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for one hundred and eighty (180) days beginning on the date of immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if so long as all securities so transferred remain subject to the lock-up restriction for the remainder of the time period.

Warrant Private Placement. Simultaneously with the Closing Date, (i) the Sponsor and the Underwriters will purchase from the Company, Company pursuant to the Purchase Agreements (as defined in Section 2.21.3 2.21.2 hereof), an aggregate of 5,000,000 warrants (3,500,000 by the Sponsor and 1,500,000 warrants by the Underwriters) or 5,450,000 warrants (3,725,000 by the Sponsor and 1,725,000 by the Underwriters) if the Over-Allotment Option is exercised in full (collectively6,750,000 private placement warrants, the “Placement Warrants”), which warrants are substantially identical each exercisable to the Warrants included in the Firm Units, subject to certain exceptionspurchase one Class A Ordinary Share at $11.50 per share, at a purchase price of $1.00 per warrant (the “Private Placement WarrantWarrants”) in a private placement intended to be exempt from registration under Act, pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), up to an additional 675,000 Private Placement Warrants 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 ActAct (the “Option Private Placement Warrants”). The Underwriters agree to purchase Private Placement Warrants consistent with their pro rata allocation of and Option Private Placement Warrants, if any, are substantially identical to the OfferingWarrants, subject to certain exceptions. The private placement of the Private Placement Warrants to the Sponsor and the Underwriters Option Private Placement Warrants, if any, is referred to herein as the “Warrant Private Placement.” Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. None of the Private Placement Warrants (or nor the underlying Class A Ordinary Shares) Shares may be sold, assigned or transferred by the Sponsor, the Underwriters or their permitted transferees until thirty (30) 30 days after consummation of a Business Combination. The Underwriters acknowledge and agree that the Placement Warrants and the underlying Ordinary Shares acquired by the Underwriters pursuant to the Purchase Agreement (as defined in Section 2.21.3) will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of one hundred and eighty (180) days beginning on the date of the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants and the underlying Class A Ordinary Shares acquired by the Underwriters pursuant to the Underwriters Purchase Agreement (as defined in Section 2.21.3) may not be sold, transferred, assigned, pledged or hypothecated hypothecated, nor may they be the subject of any hedging, short sale, derivative, put, put or call transaction that would result in the effective economic disposition of the securities by any person for one hundred and eighty (180) 180 days beginning on the date of immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction provision for the remainder of the time period. All 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. 2.1.1 The Private Placement Warrants, the Option Private Placement Warrants, if any, and the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants and the Option Private Placement Warrants, if any, are hereinafter referred to collectively as the “Placement Securities.” No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Placement Securities. The Public Securities, the Placement Securities, and the Founder Shares are hereinafter referred to collectively as the “Securities.”

Warrant Private Placement. Simultaneously with the Closing Date, (i) the Sponsor and the Underwriters will purchase from the Company, pursuant to the Purchase Agreements (as defined in Section 2.21.3 hereof), an aggregate of 5,000,000 6,200,000 warrants (3,500,000 4,100,000 by the Sponsor and 1,500,000 2,100,000 warrants by the Underwriters) or 5,450,000 6,800,000 warrants (3,725,000 4,400,000 by the Sponsor and 1,725,000 2,400,000 by the Underwriters) if the Over-Allotment Option is exercised in full (collectively, the “Placement Warrants”), which warrants are substantially identical to the Warrants included in the Firm Units, subject to certain exceptions, at a purchase price of $1.00 per Placement Warrant, in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The Underwriters agree to purchase Placement Warrants consistent with their pro rata allocation of the Offering. The private placement of the Placement Warrants to the Sponsor and the Underwriters is referred to herein as the “Warrant Private Placement.” Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. None of the Placement Warrants (or underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor, the Underwriters or their permitted transferees until thirty (30) days after consummation of a Business Combination. The Underwriters acknowledge and agree that the Placement Warrants and the underlying Ordinary Shares acquired by the Underwriters pursuant to the Purchase Agreement (as defined in Section 2.21.3) will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of one hundred and eighty (180) days beginning on the date of the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Underwriters pursuant to the Underwriters Purchase Agreement (as defined in Section 2.21.3) may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for one hundred and eighty (180) days beginning on the date of the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period.

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor, Pala, Cantor and ▇▇▇▇ will fund $14,500,000 in the aggregate (ior $16,300,000 if the if the Over-allotment Option is exercised in full) the Sponsor and the Underwriters will purchase from the Company, Company pursuant to the Warrant Purchase Agreements Agreement (as defined in Section 2.21.3 2.21.2 hereof), the Pala Subscription Agreement and ▇▇▇▇ Subscription Agreement, an aggregate of 5,000,000 14,500,000 warrants (3,500,000 by the Sponsor and 1,500,000 or 16,300,000 warrants by the Underwriters) or 5,450,000 warrants (3,725,000 by the Sponsor and 1,725,000 by the Underwriters) if the Over-Allotment allotment Option is exercised in full (collectively, the “Placement Warrants”full), which warrants are substantially identical to the Warrants included in the Firm Units, Units subject to certain exceptions, at a purchase price of $1.00 per exceptions (the “Placement Warrant, Warrants”) in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The Underwriters agree Of those 14,500,000 Placement Warrants (or 16,300,000 Placement Warrants if the Over-allotment Option is exercised in full), the Sponsor has agreed to purchase 8,100,000 Placement Warrants consistent with their pro rata allocation of (or 9,445,000 Placement Warrants if the OfferingOver-allotment Option is exercised in full), Pala has agreed to purchase 3,000,000 Placement Warrants (or 3,095,000 Placement Warrants if the Over-allotment Option is exercised in full), Cantor has agreed to purchase 2,400,000 Placement Warrants (or 2,760,000 Placement Warrants if the Over-allotment Option is exercised in full) and ▇▇▇▇ has agreed to purchase 1,000,000 Placement Warrants (whether or not the underwriters’ over-allotment option is exercised in full). The private placement of the Placement Warrants to the Sponsor and the Underwriters is referred to herein as the “Warrant Private Placement.” Certain None of the Placement Warrants nor the Ordinary Shares issuable upon exercise of the Placement Warrants may be sold, assigned or transferred by the Sponsor, Pala, Cantor, ▇▇▇▇ or their respective permitted transferees until thirty (30) days after consummation of a Business Combination. The proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. None The Representative, on behalf of the Placement Warrants (or underlying Ordinary Shares) may be soldUnderwriters, assigned or transferred by the Sponsor, the Underwriters or their permitted transferees until thirty (30) days after consummation of a Business Combination. The Underwriters acknowledge acknowledges and agree agrees that the Placement Warrants to be purchased by Cantor and ▇▇▇▇ and the underlying Ordinary Shares acquired by the Underwriters pursuant to the Purchase Agreement (as defined in Section 2.21.3) underlying such Placement Warrants will be deemed compensation by the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”) and will therefore be subject to lock-up for a period of one hundred and eighty (180) 180 days beginning on the date of immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by issuable upon exercise of the Underwriters pursuant to the Underwriters Purchase Agreement (as defined in Section 2.21.3) Placement Warrants may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, put or call transaction that would result in the effective economic disposition of the securities by any person for one hundred and eighty (180) 180 days beginning on the date of immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period. The Placement Warrants and the Ordinary Shares issuable upon exercise of the Placement Warrants are hereinafter referred to collectively as the “Placement Securities”. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Placement Securities. The Placement Warrants are identical to the Warrants except that (i) the Placement Warrants will be non-redeemable by the Company so long as they are held by the Sponsor, Pala, Cantor, ▇▇▇▇ or their permitted transferees and (ii) the Placement Warrants may be exercised on a cashless basis so long as they are held by the initial purchasers or their permitted transferees. In addition, the Placement Warrants may not be exercised after five years from the effective date of the Registration Statement if held by Cantor, ▇▇▇▇ or their designees or affiliates. Except as described in the Registration Statement, none of the Placement Securities may be sold, assigned or transferred by the Sponsor, Pala, Cantor, ▇▇▇▇ or their permitted transferees until thirty (30) days after consummation of the Company’s initial Business Combination. The Public Securities, the Placement Securities and the Founder Shares are hereinafter referred to collectively as the “Securities”.

Warrant Private Placement. Simultaneously with the Closing Date, (i) the Sponsor and the Underwriters will purchase from the Company, pursuant to the Purchase Agreements (as defined in Section 2.21.3 hereof), an aggregate of 5,000,000 7,000,000 warrants (3,500,000 4,500,000 by the Sponsor and 1,500,000 2,500,000 warrants by the Underwriters) or 5,450,000 7,750,000 warrants (3,725,000 4,875,000 by the Sponsor and 1,725,000 2,875,000 by the Underwriters) if the Over-Allotment Option is exercised in full (collectively, the “Placement Warrants”), which warrants are substantially identical to the Warrants included in the Firm Units, subject to certain exceptions, at a purchase price of $1.00 per Placement Warrant, in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The Underwriters agree to purchase Placement Warrants consistent with their pro rata allocation of the Offering. The private placement of the Placement Warrants to the Sponsor and the Underwriters is referred to herein as the “Warrant Private Placement.” Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. None of the Placement Warrants (or underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor, the Underwriters or their permitted transferees until thirty (30) days after consummation of a Business Combination. The Underwriters acknowledge and agree that the Placement Warrants and the underlying Ordinary Shares acquired by the Underwriters pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3) will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of one hundred and eighty (180) days beginning on the date of the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(15110(e). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Underwriters pursuant to the Underwriters Representative Purchase Agreement (as defined in Section 2.21.3) may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for one hundred and eighty (180) days beginning on the date of the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period.

Warrant Private Placement. Simultaneously with the Closing Date, (i) the Sponsor and the Underwriters Representative will purchase from the Company, Company pursuant to the Purchase Agreements (as defined in Section 2.21.3 2.21.2 hereof), an aggregate of 5,000,000 7,500,000 warrants (3,500,000 by the Sponsor and 1,500,000 warrants by the Underwriters) or 5,450,000 warrants (3,725,000 by the Sponsor and 1,725,000 by the Underwriters) if the Over-Allotment Option is exercised in full (collectively250,000 warrants, the “Placement Warrants”)respectively, which warrants are substantially identical to the Warrants included in the Firm Units, Units subject to certain exceptions, exceptions (the “Placement Warrants”) at a purchase price of $1.00 per Placement WarrantWarrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Purchase Agreements, up to an additional 300,000 Placement Warrants at a purchase price of $1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The Underwriters agree to purchase Placement Warrants consistent with their pro rata allocation of the Offering. The private placement of the Placement Warrants to the Sponsor and the Underwriters is referred to herein as the “Warrant Private Placement.” Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. None of the Placement Warrants (or underlying Ordinary Shares) Shares may be sold, assigned or transferred by the Sponsor, the Underwriters Representative or their permitted transferees until thirty (30) days after consummation of a Business Combination. The Underwriters acknowledge proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. (a) The Representative acknowledges and agree agrees that the Placement Warrants and the underlying Ordinary Shares acquired by the Underwriters pursuant to the Purchase Agreement (as defined in Section 2.21.3) will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of one hundred and eighty (180) 180 days beginning on immediately following the date of effectiveness of the Registration Statement (as defined below) or commencement of sales of the Offering, subject to certain limited exceptions, pursuant to Rule 5110(g)(1) of the FINRA Rule 5110(e)(1)Manual. Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Underwriters pursuant to the Underwriters Purchase Agreement (as defined in Section 2.21.3) may not be sold, transferred, assigned, pledged or hypothecated for 180 days immediately following the effective date of the Registration Statement except to any Underwriter or selected dealer participating in the Offering and the bona fide officers, partners or affiliates of the Representative and any such participating Underwriters or selected dealers nor may they be the subject of any hedging, short sale, derivative, put, put or call transaction that would result in the effective economic disposition of the securities by any person for one hundred and eighty (during such 180) days beginning on the date of the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time day period.

Warrant Private Placement. Simultaneously with the Closing Date, (i) the Sponsor and the Underwriters BTIG will purchase from the Company, Company pursuant to the Purchase Agreements (as defined in Section 2.21.3 2.21.2 hereof), an aggregate of 5,000,000 10,300,000 private placement warrants (3,500,000 9,300,000 warrants to be purchased by the Sponsor and 1,500,000 1,000,000 warrants to be purchased by the Underwriters) or 5,450,000 warrants (3,725,000 by the Sponsor and 1,725,000 by the Underwriters) if the Over-Allotment Option is exercised in full (collectively, the “Placement Warrants”BTIG), which warrants are substantially identical each exercisable to the Warrants included in the Firm Units, subject to certain exceptionspurchase one Class A Ordinary Share at $11.50 per share, at a purchase price of $1.00 per warrant (the “Private Placement WarrantWarrants”) in a private placement intended to be exempt from registration under Act, pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), up to an additional 600,000 Private Placement Warrants 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 ActAct (the “Option Private Placement Warrants”). The Underwriters agree to purchase Private Placement Warrants consistent with their pro rata allocation of and Option Private Placement Warrants, if any, are substantially identical to the OfferingWarrants, subject to certain exceptions. The private placement of the Private Placement Warrants to the Sponsor and the Underwriters Option Private Placement Warrants, if any, is referred to herein as the “Warrant Private Placement.” Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. None of the Private Placement Warrants (or nor the underlying Class A Ordinary Shares) Shares may be sold, assigned or transferred by the Sponsor, the Underwriters or their permitted transferees until thirty (30) 30 days after consummation of a Business Combination. The Underwriters acknowledge Representative, on behalf of the Underwriters, acknowledges and agree agrees that the Placement Warrants and the underlying Class A Ordinary Shares acquired by the Underwriters pursuant to the Purchase Agreement (as defined in Section 2.21.3) will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of one hundred and eighty (180) 180 days beginning on the date of immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants and the underlying Class A Ordinary Shares acquired by the Underwriters pursuant to the Underwriters Purchase Agreement (as defined in Section 2.21.3) may not be sold, transferred, assigned, pledged or hypothecated hypothecated, nor may they be the subject of any hedging, short sale, derivative, put, put or call transaction that would result in the effective economic disposition of the securities by any person for one hundred and eighty (180) 180 days beginning on the date of immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction provision for the remainder of the time period. $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.

Warrant Private Placement. Simultaneously with the Closing Date, (i) the Sponsor and the Underwriters will purchase from the Company, pursuant to the Purchase Agreements (as defined in Section 2.21.3 hereof), an aggregate of 5,000,000 5,250,000 warrants (3,500,000 3,750,000 warrants by the Sponsor and 1,500,000 warrants by the Underwriters) ), or 5,450,000 5,700,000 warrants if the Over-allotment Option is exercised in full (3,725,000 3,975,000 warrants by the Sponsor and 1,725,000 warrants by the Underwriters) if the Over-Allotment Option is exercised in full (collectively, the “Placement Warrants”), which warrants are substantially identical to the Warrants included in the Firm Units, subject to certain exceptions, at a purchase price of $1.00 per Placement Warrant, in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The Underwriters agree to purchase Placement Warrants consistent with their pro rata allocation of the Offering. The private placement of the Placement Warrants to the Sponsor and the Underwriters is referred to herein as the “Warrant Private Placement.” Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. None of the Placement Warrants (or underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor, the Underwriters or their permitted transferees until thirty (30) days after consummation of a Business Combination. The Underwriters acknowledge and agree that the Placement Warrants and the underlying Ordinary Shares acquired by the Underwriters pursuant to the Purchase Agreement (as defined in Section 2.21.3) will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of one hundred and eighty (180) days beginning on the date of immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Underwriters pursuant to the Underwriters Purchase Agreement (as defined in Section 2.21.3) may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for one hundred and eighty (180) days beginning on immediately following the effective date of the commencement of sales of the OfferingRegistration Statement, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period.

Warrant Private Placement. Simultaneously with the Closing Date, (i) the Sponsor and the Underwriters will purchase from the Company, Company pursuant to the Purchase Agreements (as defined in Section 2.21.3 2.21.2 hereof), an aggregate of 5,000,000 7,265,000 private placement warrants (3,500,000 6,765,000 warrants to be purchased by the Sponsor and 1,500,000 500,000 warrants to be purchased by the Underwriters) or 5,450,000 warrants (3,725,000 by the Sponsor and 1,725,000 by the Underwriters) if the Over-Allotment Option is exercised in full (collectively, the “Placement Warrants”), which warrants are substantially identical each exercisable to the Warrants included in the Firm Units, subject to certain exceptionspurchase one Class A Ordinary Share at $11.50 per share, at a purchase price of $1.00 per warrant (the “Private Placement WarrantWarrants”) in a private placement intended to be exempt from registration under Act, pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the Sponsor and the Underwriters will purchase from the Company pursuant to the Purchase Agreements up to an additional 675,000 Private Placement Warrants (600,000 Private Placement Warrants to be purchased by the Sponsor and 75,000 Private Placement Warrants to be purchased by the Underwriters) 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 ActAct (the “Option Private Placement Warrants”). The Underwriters agree to purchase Private Placement Warrants consistent with their pro rata allocation of and Option Private Placement Warrants, if any, are substantially identical to the OfferingWarrants, subject to certain exceptions. The private placement of the Private Placement Warrants to the Sponsor and the Underwriters Option Private Placement Warrants, if any, is referred to herein as the “Warrant Private Placement.” Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. None of the Private Placement Warrants (or nor the underlying Class A Ordinary Shares) Shares may be sold, assigned or transferred by the Sponsor, the Underwriters Sponsor or their permitted transferees until thirty (30) 30 days after consummation of a Business Combination. The Underwriters acknowledge and agree that Certain proceeds from the sale of the Private Placement Warrants and certain of the proceeds from the sale of the Option Private Placement Warrants, if any, shall be deposited into the Trust Account. In addition, for as long as any Private Placement Warrants, Option Private Placement Warrants, and underlying Class A Ordinary Shares acquired are held by the Underwriters pursuant to the Purchase Agreement (as defined in Section 2.21.3) will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of one hundred and eighty (180) days beginning on the date of the commencement of sales of the Offeringor their designees or affiliates, subject to certain limited exceptionssuch Private Placement Warrants, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Option Private Placement Warrants and the underlying Class A Ordinary Shares acquired by the Underwriters pursuant to the Underwriters Purchase Agreement (as defined in Section 2.21.3) may not will be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for one hundred and eighty (180) days beginning on the date of the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for and registration rights limitations imposed by FINRA Rule 5110 and may not be exercised after five years from the remainder effective date of the time periodRegistration Statement (as defined herein).

Warrant Private Placement. Simultaneously with the Closing Date, (i) the Sponsor Company’s initial stockholders and the Underwriters Representative will purchase from the Company, Company pursuant to the Purchase Agreements (as defined in Section 2.21.3 2.21.2 hereof), ) an aggregate of 5,000,000 warrants (3,500,000 by the Sponsor and 1,500,000 warrants by the Underwriters) or 5,450,000 warrants (3,725,000 by the Sponsor and 1,725,000 by the Underwriters) if the Over-Allotment Option is exercised in full (collectively, the “Placement Warrants”)7,375,000 warrants, which warrants are substantially identical to the Warrants included in the Firm Units, Units subject to certain exceptionsexceptions (the “Placement Warrants”) at a purchase price of $1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act, with the Company’s initial stockholders purchasing 6,375,000 Placement Warrants and the Representative purchasing 1,000,000 Placement Warrants. Simultaneously with the Option Closing Date (if any), the Company’s initial stockholders and the Representative will purchase from the Company pursuant to the Purchase Agreements, up to an additional 600,000 Placement Warrants and 150,000 Placement Warrants, respectively, at a purchase price of $1.00 per 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 Underwriters agree to purchase Placement Warrants consistent with their pro rata allocation of the Offering. The private placement of the Placement Warrants to the Sponsor and the Underwriters is referred to herein as the “Warrant Private Placement.” Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. None of the Placement Warrants (or underlying Ordinary Sharesshares of Common Stock) may be sold, assigned or transferred by the Sponsor, the Underwriters holders or their permitted transferees until thirty (30) days after consummation of a Business Combination. Additionally, the Representative has agreed that it will forfeit for cancellation any Placement Warrants held by it on the date that is five years from the effective date of the Registration Statement, in accordance with FINRA Rule 5110(g). The Underwriters acknowledge and agree that proceeds from the sale of the Placement Warrants and shall be deposited into the underlying Ordinary Shares acquired by the Underwriters pursuant to the Purchase Agreement (as defined in Section 2.21.3) will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of one hundred and eighty (180) days beginning on the date of the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Underwriters pursuant to the Underwriters Purchase Agreement (as defined in Section 2.21.3) may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for one hundred and eighty (180) days beginning on the date of the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time periodTrust Account.

Warrant Private Placement. Simultaneously with the Closing Date, (i) the Sponsor and the Underwriters will purchase from the Company, pursuant to the Purchase Agreements (as defined in Section 2.21.3 hereof), an aggregate of 5,000,000 6,379,444 private placement warrants (3,500,000 by the Sponsor and 1,500,000 warrants by the Underwriters) or 5,450,000 warrants (3,725,000 by the Sponsor and 1,725,000 by the Underwriters) if the Over-Allotment Option is exercised in full (collectively, the “Placement Warrants”) (or up to 7,046,111 Placement Warrants if the Over-allotment Option is exercised in full), each Placement Warrant exercisable to purchase one (1) Ordinary Share (the “Private Shares”) at $11.50 per share, subject to adjustment, which warrants Placement Warrants are substantially identical to the Public Warrants included in the Firm Units, subject to certain exceptions, at a purchase price of $1.00 0.90 per Placement Warrant, in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. Of the 6,379,444 Placement Warrants (or up to 7,046,111 Placement Warrants if the Over-allotment Option is exercised in full), the Sponsor will purchase an aggregate of 4,157,222 Placement Warrants (or up to 4,490,555 Placement Warrants if the Over-allotment Option is exercised in full) and the Underwriters will purchase 2,222,222 Placement Warrants (or up to 2,555,556 Placement Warrants if the Over-allotment Option is exercised in full). The Underwriters agree to purchase Placement Warrants consistent with their pro rata allocation of the Offering. The private placement of the Placement Warrants to the Sponsor and the Underwriters is referred to herein as the “Warrant Private Placement.” Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. None of the Placement Warrants or Private Shares (or underlying Ordinary Sharescollectively, the “Placement Securities”) may be sold, assigned or transferred by the Sponsor, the Underwriters or their permitted transferees until thirty (30) days after consummation of a Business Combination. The Underwriters acknowledge and agree that the Placement Warrants and the underlying Ordinary Shares Securities acquired by the Underwriters pursuant to the Underwriters Purchase Agreement (as defined in Section 2.21.3) will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of one hundred and eighty (180) days beginning on the date of the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(15110(e). Accordingly, the Placement Warrants and the underlying Ordinary Shares Securities acquired by the Underwriters pursuant to the Underwriters Purchase Agreement (as defined in Section 2.21.3) may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for one hundred and eighty (180) days beginning on the date of the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period.

Warrant Private Placement. Simultaneously with the Closing Date, (i) the Sponsor and the Underwriters Cantor will purchase from the Company, Company pursuant to the Purchase Agreements (as defined in Section 2.21.3 2.21.2 hereof), an aggregate of 5,000,000 9,500,000 warrants(or up to 9,725,000 warrants (3,500,000 by the Sponsor and 1,500,000 warrants by the Underwriters) or 5,450,000 warrants (3,725,000 by the Sponsor and 1,725,000 by the Underwriters) if the Over-Allotment allotment Option is exercised in full (collectively, the “Placement Warrants”full), which warrants are substantially identical to the Warrants included in the Firm Units, Units subject to certain exceptionsexceptions (collectively, the “Placement Warrants”) at a purchase price of $1.00 per 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 Underwriters agree to purchase Placement Warrants consistent with their pro rata allocation of the Offering. The private placement of the Placement Warrants to the Sponsor and the Underwriters is referred to herein as the “Warrant Private Placement.” None of the Placement Warrants (or underlying Common Stock) may be sold, assigned or transferred by the Sponsor, Cantor or their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. None The Representative, on behalf of the Placement Warrants (or underlying Ordinary Shares) may be soldUnderwriters, assigned or transferred by the Sponsor, the Underwriters or their permitted transferees until thirty (30) days after consummation of a Business Combination. The Underwriters acknowledge acknowledges and agree agrees that the Placement Warrants and the underlying Ordinary Shares acquired by the Underwriters pursuant to the Purchase Agreement (as defined in Section 2.21.3) will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of one hundred and eighty (180) 180 days beginning on the date of immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1)) of the FINRA Manual. Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Underwriters pursuant to the Underwriters Purchase Agreement (as defined in Section 2.21.3) may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for one hundred and eighty (180) 180 days beginning on the date of immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period.

Warrant Private Placement. Simultaneously with the Closing Date, (i) the Sponsor and the Underwriters Representative will purchase from the Company, Company pursuant to the Purchase Agreements (as defined in Section 2.21.3 2.21.2 hereof), an aggregate of 5,000,000 8,150,000 warrants (3,500,000 by the Sponsor and 1,500,000 warrants by the Underwriters) or 5,450,000 warrants (3,725,000 by the Sponsor and 1,725,000 by the Underwriters) if the Over-Allotment Option is exercised in full (collectively350,000 warrants, the “Placement Warrants”)respectively, which warrants are substantially identical to the Warrants included in the Firm Units, Units subject to certain exceptions, exceptions (the “Placement Warrants”) at a purchase price of $1.00 per Placement WarrantWarrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Purchase Agreements, up to an additional 337,500 Placement Warrants at a purchase price of $1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The Underwriters agree to purchase Placement Warrants consistent with their pro rata allocation of the Offering. The private placement of the Placement Warrants to the Sponsor and the Underwriters is referred to herein as the “Warrant Private Placement.” Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. None of the Placement Warrants (or underlying Ordinary Shares) Shares may be sold, assigned or transferred by the Sponsor, the Underwriters Representative or their permitted transferees until thirty (30) days after consummation of a Business Combination. The Underwriters acknowledge proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. (a) The Representative acknowledges and agree agrees that the Placement Warrants and the underlying Ordinary Shares acquired by the Underwriters pursuant to the Purchase Agreement (as defined in Section 2.21.3) will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of one hundred and eighty (180) 180 days beginning on immediately following the date of effectiveness of the Registration Statement (as defined below) or commencement of sales of the Offering, subject to certain limited exceptions, pursuant to Rule 5110(g)(1) of the FINRA Rule 5110(e)(1)Manual. Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Underwriters pursuant to the Underwriters Purchase Agreement (as defined in Section 2.21.3) may not be sold, transferred, assigned, pledged or hypothecated for 180 days immediately following the effective date of the Registration Statement except to any Underwriter or selected dealer participating in the Offering and the bona fide officers, partners or affiliates of the Representative and any such participating Underwriters or selected dealers nor may they be the subject of any hedging, short sale, derivative, put, put or call transaction that would result in the effective economic disposition of the securities by any person for one hundred and eighty (during such 180) days beginning on the date of the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time day period.

Warrant Private Placement. Simultaneously with the Closing Date, (i) the Sponsor and the Underwriters will purchase from the Company, pursuant to the Purchase Agreements (as defined in Section 2.21.3 hereof), an aggregate of 5,000,000 8,000,000 warrants (3,500,000 5,000,000 by the Sponsor and 1,500,000 3,000,000 warrants by the Underwriters) or 5,450,000 8,900,000 warrants (3,725,000 5,450,000 by the Sponsor and 1,725,000 3,450,000 by the Underwriters) if the Over-Allotment Option is exercised in full (collectively, the “Placement Warrants”), which warrants are substantially identical to the Warrants included in the Firm Units, subject to certain exceptions, at a purchase price of $1.00 per Placement Warrant, in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The Underwriters agree to purchase Placement Warrants consistent with their pro rata allocation of the Offering. The private placement of the Placement Warrants to the Sponsor and the Underwriters is referred to herein as the “Warrant Private Placement.” Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. None of the Placement Warrants (or underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor, the Underwriters or their permitted transferees until thirty (30) days after consummation of a Business Combination. The Underwriters acknowledge and agree that the Placement Warrants and the underlying Ordinary Shares acquired by the Underwriters pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3) will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of one hundred and eighty (180) days beginning on the date of the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(15110(e). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Underwriters pursuant to the Underwriters Representative Purchase Agreement (as defined in Section 2.21.3) may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for one hundred and eighty (180) days beginning on the date of the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period.

Warrant Private Placement. Simultaneously with the Closing Date, (i) the Sponsor Company’s initial stockholders and the Underwriters Representative will purchase from the Company, Company pursuant to the Purchase Agreements (as defined in Section 2.21.3 2.21.2 hereof), ) an aggregate of 5,000,000 warrants (3,500,000 by the Sponsor and 1,500,000 warrants by the Underwriters) or 5,450,000 warrants (3,725,000 by the Sponsor and 1,725,000 by the Underwriters) if the Over-Allotment Option is exercised in full (collectively, the “Placement Warrants”)7,375,000 warrants, which warrants are substantially identical to the Warrants included in the Firm Units, Units subject to certain exceptionsexceptions (the “Placement Warrants”) at a purchase price of $1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act, with the Company’s initial stockholders purchasing 6,375,000 Placement Warrants and the Representative purchasing 1,000,000 Placement Warrants. Simultaneously with the Option Closing Date (if any), the Company’s initial stockholders will purchase from the Company pursuant to the Purchase Agreements, up to an additional 600,000 Placement Warrants, at a purchase price of $1.00 per 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 Underwriters agree to purchase Placement Warrants consistent with their pro rata allocation of the Offering. The private placement of the Placement Warrants to the Sponsor and the Underwriters is referred to herein as the “Warrant Private Placement.” Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. None of the Placement Warrants (or underlying Ordinary Sharesshares of Common Stock) may be sold, assigned or transferred by the Sponsor, the Underwriters holders or their permitted transferees until thirty (30) days after consummation of a Business Combination. Additionally, the Representative has agreed that it will forfeit for cancellation any Placement Warrants held by it on the date that is five years from the effective date of the Registration Statement, in accordance with FINRA Rule 5110(g). The Underwriters acknowledge and agree that proceeds from the sale of the Placement Warrants and shall be deposited into the underlying Ordinary Shares acquired by the Underwriters pursuant to the Purchase Agreement (as defined in Section 2.21.3) will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of one hundred and eighty (180) days beginning on the date of the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Underwriters pursuant to the Underwriters Purchase Agreement (as defined in Section 2.21.3) may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for one hundred and eighty (180) days beginning on the date of the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time periodTrust Account.

Warrant Private Placement. Simultaneously with On the Closing Date, (i) the Sponsor and the Underwriters (and/or its designees) will purchase from the Company, Company pursuant to the a Sponsor Warrant Purchase Agreements Agreement (as defined in Section 2.21.3 hereof), 2.21.2 below) an aggregate of 5,000,000 4,450,000 warrants of the Company (3,500,000 by the Sponsor and 1,500,000 warrants by the Underwriters) or 5,450,000 warrants (3,725,000 by the Sponsor and 1,725,000 by the Underwriters) if the Over-Allotment Option is exercised in full (collectively, the “Placement Warrants”), which warrants are substantially identical to the Warrants included in the Firm Units, subject to certain exceptions, at a purchase price of $1.00 per Placement WarrantWarrant in a private placement (the “Warrant Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act or another available exemption. The material terms of the Placement Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Sponsor Warrant Purchase Agreement, up to an additional 270,000 Placement Warrants at a purchase price of $1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The Underwriters agree to purchase Placement Warrants consistent with their pro rata allocation of the Offering. The private placement of the Placement Warrants to the Sponsor and the Underwriters is referred to herein as the “Warrant Private Placement.” Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust AccountAct or another available exemption. None of the Placement Warrants (or underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor, the Underwriters Sponsor or their permitted its transferees until thirty (30) days after consummation of a Business Combination. The Underwriters acknowledge and agree purchase price for the Placement Warrants to be paid by the Sponsor has been delivered to CST or counsel to the Company or the Representative to hold in a separate escrow account, or the Trust Account, at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be. The Placement Warrants and the underlying Ordinary Shares acquired by shares of Common Stock issuable upon exercise of the Underwriters pursuant Placement Warrants are hereinafter referred to collectively as the Purchase Agreement (as defined in Section 2.21.3) “Placement Securities.” No underwriting discounts, commissions, or placement fees have been or will be deemed compensation by payable in connection with the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of one hundred and eighty (180) days beginning on Placement Securities sold in the date of Warrant Private Placement. The Public Securities, the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). AccordinglyRepresentative Securities, the Placement Warrants Securities and the underlying Ordinary Founder Shares acquired by are hereinafter referred to collectively as the Underwriters pursuant to the Underwriters Purchase Agreement (as defined in Section 2.21.3) may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for one hundred and eighty (180) days beginning on the date of the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period“Securities.”

Warrant Private Placement. Simultaneously with the Closing Date, (i) the Sponsor and the Underwriters will purchase from the Company, Company pursuant to the Sponsor Purchase Agreements Agreement (as defined in Section 2.21.3 2.21.2 hereof), an aggregate of 5,000,000 ) 6,000,000 warrants (3,500,000 by the Sponsor and 1,500,000 6,600,000 warrants by the Underwriters) or 5,450,000 warrants (3,725,000 by the Sponsor and 1,725,000 by the Underwriters) if the Over-Allotment allotment Option is exercised in full full) which warrants are substantially identical to the Warrants subject to certain exceptions (collectively, the “Placement Warrants”), which warrants are substantially identical and (ii) the Underwriters will purchase from the Company pursuant to the Underwriters Purchase Agreements (as defined in Section 2.21.2 hereof) 2,000,000 Placement Warrants included (2,300,000 Placement Warrants if the Over-allotment Option is exercised in the Firm Unitsfull), subject to certain exceptions, in each case at a purchase price of $1.00 per Placement Warrant, in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company, pursuant to the Sponsor Purchase Agreement, up to an additional 600,000 Placement Warrants, and the Underwriters agree will purchase from the Company, pursuant to the Underwriters Purchase Agreements, up to an additional 300,000 Placement Warrants, in each case at a purchase price of $1.00 per Placement Warrants consistent with their pro rata allocation Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the OfferingAct. The private placement of the Placement Warrants to the Sponsor and the Underwriters is referred to herein as the “Warrant Private Placement.” Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. None of the Placement Warrants (or underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor, the Underwriters or their permitted transferees until thirty (30) days after consummation of a Business Combination. The Underwriters acknowledge and agree that Certain proceeds from the sale of the Placement Warrants and shall be deposited into the underlying Ordinary Shares acquired by the Underwriters pursuant to the Purchase Agreement (as defined in Section 2.21.3) will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of one hundred and eighty (180) days beginning on the date of the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Underwriters pursuant to the Underwriters Purchase Agreement (as defined in Section 2.21.3) may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for one hundred and eighty (180) days beginning on the date of the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time periodTrust Account.

Warrant Private Placement. Simultaneously with the Closing Date, (i) the Sponsor and the Underwriters Representative will purchase from the Company, Company pursuant to the Purchase Agreements (as defined in Section 2.21.3 2.21.2 hereof), an aggregate of 5,000,000 9,200,000 warrants (3,500,000 by the Sponsor and 1,500,000 10,280,000 warrants by the Underwriters) or 5,450,000 warrants (3,725,000 by the Sponsor and 1,725,000 by the Underwriters) if the Over-Allotment allotment Option is exercised in full (collectively, the “Placement Warrants”full), which warrants are substantially identical to the Warrants included in the Firm Units, subject to certain exceptionsexceptions (the “Placement Warrants”), at a purchase price of $1.00 per Placement Warrant, in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The Underwriters agree Of those 9,200,000 Placement Warrants (or 10,280,000 Placement Warrants if the Over-allotment Option is exercised in full), the Sponsor has agreed to purchase 8,300,000 Placement Warrants consistent with their pro rata allocation of (or 9,245,000 Placement Warrants if the OfferingOver-allotment Option is exercised in full), and the Representative has agreed to purchase 900,000 Placement Warrants (or 1,035,000 Placement Warrants if the Over-allotment Option is exercised in full). The private placement of the Placement Warrants to the Sponsor and the Underwriters is referred to herein as the “Warrant Private Placement.” None of the Placement Warrants (or underlying shares of Common Stock) may be sold, assigned or transferred by the Sponsor, the Representative or their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. None The Representative, on behalf of the Placement Warrants (or underlying Ordinary Shares) may be soldUnderwriters, assigned or transferred by the Sponsor, the Underwriters or their permitted transferees until thirty (30) days after consummation of a Business Combination. The Underwriters acknowledge acknowledges and agree agrees that the Placement Warrants and the underlying Ordinary Shares acquired by the Underwriters pursuant to the Purchase Agreement (as defined in Section 2.21.3) shares of Common Stock will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of one hundred and eighty (180) 180 days beginning on the date of immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Underwriters pursuant to the Underwriters Purchase Agreement (as defined in Section 2.21.3) shares of Common Stock may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, put or call transaction that would result in the effective economic disposition of the securities by any person for one hundred and eighty (180) 180 days beginning on the date of immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period.

Warrant Private Placement. Simultaneously with the Closing Date, (i) the Sponsor and the Underwriters Representative will purchase from the Company, Company pursuant to the Purchase Agreements (as defined in Section 2.21.3 2.21.2 hereof), an aggregate of 5,000,000 7,265,000 private placement warrants (3,500,000 6,765,000 warrants to be purchased by the Sponsor and 1,500,000 500,000 warrants to be purchased by the Underwriters) or 5,450,000 warrants (3,725,000 by the Sponsor and 1,725,000 by the Underwriters) if the Over-Allotment Option is exercised in full (collectively, the “Placement Warrants”Representative), which warrants are substantially identical each exercisable to the Warrants included in the Firm Units, subject to certain exceptionspurchase one Class A Ordinary Share at $11.50 per share, at a purchase price of $1.00 per warrant (the “Private Placement WarrantWarrants”) in a private placement intended to be exempt from registration under Act, pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the Sponsor and the Representative will purchase from the Company pursuant to the Purchase Agreements up to an additional 675,000 Private Placement Warrants (600,000 Private Placement Warrants to be purchased by the Sponsor and 75,000 Private Placement Warrants to be purchased by the Representative) at a purchase price of $1.00 per Private Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the ActAct (the “Option Private Placement Warrants”). The Underwriters agree to purchase Private Placement Warrants consistent with their pro rata allocation of and Option Private Placement Warrants, if any, are substantially identical to the OfferingWarrants, subject to certain exceptions. The private placement of the Private Placement Warrants to the Sponsor and the Underwriters Option Private Placement Warrants, if any, is referred to herein as the “Warrant Private Placement.” Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. None of the Private Placement Warrants (or nor the underlying Class A Ordinary Shares) Shares may be sold, assigned or transferred by the Sponsor, the Underwriters Sponsor or their permitted transferees until thirty (30) 30 days after consummation of a Business Combination. The Underwriters acknowledge and agree that 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. In addition, for as long as any Private Placement Warrants, Option Private Placement Warrants, and underlying Class A Ordinary Shares acquired are held by the Underwriters pursuant to the Purchase Agreement (as defined in Section 2.21.3) will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of one hundred and eighty (180) days beginning on the date of the commencement of sales of the OfferingRepresentative or its designee or affiliates, subject to certain limited exceptionssuch Private Placement Warrants, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Option Private Placement Warrants and the underlying Class A Ordinary Shares acquired by the Underwriters pursuant to the Underwriters Purchase Agreement (as defined in Section 2.21.3) may not will be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for one hundred and eighty (180) days beginning on the date of the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for and registration rights limitations imposed by FINRA Rule 5110 and may not be exercised after five years from the remainder effective date of the time periodRegistration Statement (as defined herein).

Warrant Private Placement. Simultaneously with the Closing Date, (i) the Sponsor and the Underwriters will purchase from the Company, pursuant to the Purchase Agreements (as defined in Section 2.21.3 hereof), an aggregate of 5,000,000 5,500,000 warrants (3,500,000 3,750,000 by the Sponsor and 1,500,000 1,750,000 warrants by the Underwriters) or 5,450,000 6,000,000 warrants (3,725,000 4,000,000 by the Sponsor and 1,725,000 2,000,000 by the Underwriters) if the Over-Allotment Option is exercised in full (collectively, the “Placement Warrants”), which warrants are substantially identical to the Warrants included in the Firm Units, subject to certain exceptions, at a purchase price of $1.00 per Placement Warrant, in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The Underwriters agree to purchase Placement Warrants consistent with their pro rata allocation of the Offering. The private placement of the Placement Warrants to the Sponsor and the Underwriters is referred to herein as the “Warrant Private Placement.” Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. None of the Placement Warrants (or underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor, the Underwriters or their permitted transferees until thirty (30) days after consummation of a Business Combination. The Underwriters acknowledge and agree that the Placement Warrants and the underlying Ordinary Shares acquired by the Underwriters pursuant to the Purchase Agreement (as defined in Section 2.21.3) will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of one hundred and eighty (180) days beginning on the date of the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Underwriters pursuant to the Underwriters Purchase Agreement (as defined in Section 2.21.3) may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for one hundred and eighty (180) days beginning on the date of the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period.

Warrant Private Placement. Simultaneously with the Closing Date, (i) the Sponsor and the Underwriters will purchase from the Company, Company pursuant to the Purchase Agreements (as defined in Section 2.21.3 2.21.2 hereof), an aggregate of 5,000,000 8,500,000 warrants (3,500,000 7,750,000 warrants to be purchased by the Sponsor and 1,500,000 750,000 warrants to be purchased by the Underwriters) or 5,450,000 warrants (3,725,000 by the Sponsor and 1,725,000 by , based on the Underwriters’ pro rata portions of the number of Firm Units to be purchased on Schedule A herein) if the Over-Allotment Option is exercised in full (collectively, the “Placement Warrants”), which warrants are substantially identical to the Warrants included in the Firm Units, Units subject to certain exceptions, at a purchase price of $1.00 per 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 Underwriters agree Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to purchase the Purchase Agreement, up to an additional 450,000 Placement Warrants consistent with their pro rata allocation at a purchase price of $1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the OfferingAct (the “Option Private Placement Warrants”). The private placement of the Placement Warrants to the Sponsor and the Underwriters is referred to herein as the “Warrant Private Placement.” Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. None of the Placement Warrants (or underlying Ordinary Sharesshares of Common Stock) may be sold, assigned or transferred by the Sponsor, the Underwriters or their permitted transferees until thirty (30) days after consummation of a Business Combination. The Underwriters acknowledge proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account to the extent needed for the Trust Account to equal 102% of the gross proceeds from the Offering. The Representative, on behalf of the Underwriters, acknowledges and agree agrees that the Placement Warrants and the underlying Ordinary Shares acquired by the Underwriters pursuant to the Purchase Agreement (as defined in Section 2.21.3) Common Stock will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of one hundred and eighty (180) 180 days beginning on the date of immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Underwriters pursuant to the Underwriters Purchase Agreement (as defined in Section 2.21.3) Common Stock may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for one hundred and eighty (180) 180 days beginning on the date of immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period.

Warrant Private Placement. Simultaneously with On the Closing Date, (i) the Sponsor and the Underwriters (and/or its designees) will purchase from the Company, Company pursuant to the a Sponsor Warrant Purchase Agreements Agreement (as defined in Section 2.21.3 hereof), 2.21.2 below) an aggregate of 5,000,000 6,000,000 warrants of the Company (3,500,000 by the Sponsor and 1,500,000 warrants by the Underwriters) or 5,450,000 warrants (3,725,000 by the Sponsor and 1,725,000 by the Underwriters) if the Over-Allotment Option is exercised in full (collectively, the “Placement Warrants”), which warrants are substantially identical to the Warrants included in the Firm Units, subject to certain exceptions, at a purchase price of $1.00 per Placement WarrantWarrant in a private placement (the “Warrant Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act or another available exemption. The terms of the Placement Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Sponsor Warrant Purchase Agreement, up to an additional 600,000 Placement Warrants at a purchase price of $1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The Underwriters agree to purchase Placement Warrants consistent with their pro rata allocation of the Offering. The private placement of the Placement Warrants to the Sponsor and the Underwriters is referred to herein as the “Warrant Private Placement.” Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust AccountAct or another available exemption. None of the Placement Warrants (or underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor, the Underwriters Sponsor or their permitted its transferees until thirty (30) days after consummation of a Business Combination. The Underwriters acknowledge and agree purchase price for the Placement Warrants to be paid by the Sponsor has been delivered to CST or counsel to the Company or the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be. The Placement Warrants and the underlying Ordinary Shares acquired by shares of Common Stock issuable upon exercise of the Underwriters pursuant Placement Warrants are hereinafter referred to collectively as the Purchase Agreement (as defined in Section 2.21.3) “Placement Securities.” No underwriting discounts, commissions, or placement fees have been or will be deemed compensation by payable in connection with the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of one hundred and eighty (180) days beginning on Placement Securities sold in the date of Warrant Private Placement. The Public Securities, the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). AccordinglyRepresentative Shares, the Placement Warrants and the underlying Ordinary Founder Shares acquired by are hereinafter referred to collectively as the Underwriters pursuant to the Underwriters Purchase Agreement (as defined in Section 2.21.3) may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for one hundred and eighty (180) days beginning on the date of the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period“Securities.”

Warrant Private Placement. Simultaneously with the Closing Date, (i) the Sponsor and the Underwriters Representative will purchase from the Company, Company pursuant to the Purchase Agreements (as defined in Section 2.21.3 2.21.2 hereof), an aggregate of 5,000,000 8,000,000 warrants (3,500,000 by the Sponsor and 1,500,000 8,900,000 warrants by the Underwriters) or 5,450,000 warrants (3,725,000 by the Sponsor and 1,725,000 by the Underwriters) if the Over-Allotment allotment Option is exercised in full (collectively, the “Placement Warrants”full), which warrants are substantially identical to the Warrants included in the Firm Units, subject to certain exceptionsexceptions (the “Placement Warrants”), at a purchase price of $1.00 per Placement Warrant, in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The Underwriters agree Of those 8,000,000 Placement Warrants (or 8,900,000 Placement Warrants if the Over-allotment Option is exercised in full), the Sponsor has agreed to purchase 7,250,000 Placement Warrants consistent with their pro rata allocation of (or 8,037,500 Placement Warrants if the OfferingOver-allotment Option is exercised in full), and the Representative has agreed to purchase 750,000 Placement Warrants (or 862,500 Placement Warrants if the Over-allotment Option is exercised in full). The private placement of the Placement Warrants to the Sponsor and the Underwriters is referred to herein as the “Warrant Private Placement.” None of the Placement Warrants (or underlying shares of Common Stock) may be sold, assigned or transferred by the Sponsor, the Representative or their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. None The Representative, on behalf of the Placement Warrants (or underlying Ordinary Shares) may be soldUnderwriters, assigned or transferred by the Sponsor, the Underwriters or their permitted transferees until thirty (30) days after consummation of a Business Combination. The Underwriters acknowledge acknowledges and agree agrees that the Placement Warrants and the underlying Ordinary Shares acquired by the Underwriters pursuant to the Purchase Agreement (as defined in Section 2.21.3) shares of Common Stock will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of one hundred and eighty (180) 180 days beginning on the date of immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Underwriters pursuant to the Underwriters Purchase Agreement (as defined in Section 2.21.3) shares of Common Stock may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, put or call transaction that would result in the effective economic disposition of the securities by any person for one hundred and eighty (180) 180 days beginning on the date of immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period.

Warrant Private Placement. Simultaneously with the Closing Date, (i) the Sponsor and the Underwriters Cantor will purchase from the Company, Company pursuant to the Purchase Agreements (as defined in Section 2.21.3 2.21.2 hereof), an aggregate of 5,000,000 9,500,000 warrants (3,500,000 by the Sponsor and 1,500,000 or up to 9,725,000 warrants by the Underwriters) or 5,450,000 warrants (3,725,000 by the Sponsor and 1,725,000 by the Underwriters) if the Over-Allotment allotment Option is exercised in full (collectively, the “Placement Warrants”full), which warrants are substantially identical to the Warrants included in the Firm Units, Units subject to certain exceptionsexceptions (collectively, the “Placement Warrants”) at a purchase price of $1.00 per 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 Underwriters agree to purchase Placement Warrants consistent with their pro rata allocation of the Offering. The private placement of the Placement Warrants to the Sponsor and the Underwriters is referred to herein as the “Warrant Private Placement.” None of the Placement Warrants (or underlying Common Stock) may be sold, assigned or transferred by the Sponsor, Cantor or their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. None The Representative, on behalf of the Placement Warrants (or underlying Ordinary Shares) may be soldUnderwriters, assigned or transferred by the Sponsor, the Underwriters or their permitted transferees until thirty (30) days after consummation of a Business Combination. The Underwriters acknowledge acknowledges and agree agrees that the Placement Warrants and the underlying Ordinary Shares acquired by the Underwriters pursuant to the Purchase Agreement (as defined in Section 2.21.3) will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of one hundred and eighty (180) 180 days beginning on the date of immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1)) of the FINRA Manual. Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Underwriters pursuant to the Underwriters Purchase Agreement (as defined in Section 2.21.3) may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for one hundred and eighty (180) 180 days beginning on the date of immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period.

Warrant Private Placement. Simultaneously with On or prior to the Closing Date, (i) the Sponsor and the Underwriters (and/or its designees) will purchase from the Company, Company pursuant to the a Private Placement Warrant Purchase Agreements Agreement (as defined in Section 2.21.3 hereof), 2.21.2 below) an aggregate of 5,000,000 4,095,000 private warrants (3,500,000 by the Sponsor and 1,500,000 warrants by the Underwriters) or 5,450,000 warrants (3,725,000 by the Sponsor and 1,725,000 by the Underwriters) 4,376,250 if the Overover-Allotment Option allotment option is exercised in full full) of the Company (collectively, the “Placement Private Warrants”), which warrants are substantially identical to the Warrants included in the Firm Units, subject to certain exceptions, ) at a purchase price of $1.00 per Private Warrant in a private placement (the “Warrant Private Placement”) intended to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) of the Securities Act. The Private Warrants are identical to the Warrants sold in this offering, subject to certain exceptions; and the terms of the Private Warrants are each as described in the Prospectus. Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Private Placement Warrant, Warrant Purchase Agreement up to an additional 281,250 Private Warrants at a purchase price of $1.00 per Private Warrant in a private placement intended to be exempt from registration under the Securities Act pursuant to Section 4(a)(2) of the Securities Act. The Underwriters agree to purchase Placement Warrants consistent with their pro rata allocation of the Offering. The private placement of the Placement Warrants to the Sponsor and the Underwriters is referred to herein as the “Warrant Private Placement.” Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. None of the Placement Private Warrants (or underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor, the Underwriters Sponsor or their its permitted transferees until thirty (30) 30 days after the consummation of a Business Combination. The Underwriters acknowledge and agree that purchase price for the Placement Private Warrants and the underlying Ordinary Shares acquired to be paid by the Underwriters pursuant Sponsor shall be delivered to CST or counsel to the Purchase Agreement (as defined Company or the Representative to hold in Section 2.21.3) will a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be deemed compensation by delivered to the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of one hundred and eighty (180) days beginning Trust Account on the date of Closing Date or the commencement of sales of Option Closing Date, as the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Underwriters pursuant to the Underwriters Purchase Agreement (as defined in Section 2.21.3) case may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for one hundred and eighty (180) days beginning on the date of the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time periodbe.

Warrant Private Placement. Simultaneously with On the Closing Date, (ix) the Sponsor and the Underwriters (and/or its designees) will purchase from the Company, Company pursuant to the a Sponsor Warrant Purchase Agreements Agreement (as defined in Section 2.21.3 hereof), 2.21.2 below) an aggregate of 5,000,000 7,300,000 warrants of the Company (3,500,000 by the “Sponsor Placement Warrants”) and (y) the Representative (and/or its designees) will purchase from the Company pursuant to a Representative Warrant Purchase Agreement (as defined in Section 2.21.2 below) an aggregate of 875,000 warrants of the Company (the “Representative Placement Warrants” and together with the Sponsor and 1,500,000 warrants by the Underwriters) or 5,450,000 warrants (3,725,000 by the Sponsor and 1,725,000 by the Underwriters) if the Over-Allotment Option is exercised in full (collectivelyPlacement Warrants, the “Placement Warrants”), which warrants are substantially identical to the Warrants included in the Firm Units, subject to certain exceptions, at a purchase price of $1.00 per Placement WarrantWarrant in a private placement (the “Warrant Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act or another available exemption. The terms of the Placement Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Sponsor Warrant Purchase Agreement, up to an additional 787,500 Placement Warrants and the Representative will purchase from the Company pursuant to the Representative Warrant Purchase Agreement, up to an additional 131,250 Placement Warrants at a purchase price of $1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The Underwriters agree to purchase Placement Warrants consistent with their pro rata allocation of the Offering. The private placement of the Placement Warrants to the Sponsor and the Underwriters is referred to herein as the “Warrant Private Placement.” Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust AccountAct or another available exemption. None of the Placement Warrants (or underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor, Sponsor or the Underwriters Representative or their respective permitted transferees until thirty (30) days after consummation of a Business Combination. The Underwriters acknowledge and agree purchase price for the Sponsor Placement Warrants to be paid by the Sponsor has been delivered to CST or counsel to the Company or the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be. The Placement Warrants and the underlying Ordinary Shares acquired by shares of Common Stock issuable upon exercise of the Underwriters pursuant Placement Warrants are hereinafter referred to collectively as the Purchase Agreement (as defined in Section 2.21.3) “Placement Securities.” No underwriting discounts, commissions, or placement fees have been or will be deemed compensation by payable in connection with the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of one hundred and eighty (180) days beginning on Placement Securities sold in the date of the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1)Warrant Private Placement. AccordinglyThe Public Securities, the Placement Warrants and the underlying Ordinary Founder Shares acquired by are hereinafter referred to collectively as the Underwriters pursuant to the Underwriters Purchase Agreement (as defined in Section 2.21.3) may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for one hundred and eighty (180) days beginning on the date of the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period“Securities.”

Warrant Private Placement. Simultaneously with the Closing Date, (i) the Sponsor and the Underwriters BTIG will purchase from the Company, Company pursuant to the Purchase Agreements (as defined in Section 2.21.3 2.21.2 hereof), an aggregate of 5,000,000 11,500,000 private placement warrants (3,500,000 10,350,000 warrants to be purchased by the Sponsor and 1,500,000 1,150,000 warrants to be purchased by the Underwriters) or 5,450,000 warrants (3,725,000 by the Sponsor and 1,725,000 by the Underwriters) if the Over-Allotment Option is exercised in full (collectively, the “Placement Warrants”BTIG), which warrants are substantially identical each exercisable to the Warrants included in the Firm Units, subject to certain exceptionspurchase one Class A Ordinary Share at $11.50 per share, at a purchase price of $1.00 per warrant (the “Private Placement WarrantWarrants”) in a private placement intended to be exempt from registration under Act, pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), up to an additional 690,000 Private Placement Warrants 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 ActAct (the “Option Private Placement Warrants”). The Underwriters agree to purchase Private Placement Warrants consistent with their pro rata allocation of and Option Private Placement Warrants, if any, are substantially identical to the OfferingWarrants, subject to certain exceptions. The private placement of the Private Placement Warrants to the Sponsor and the Underwriters Option Private Placement Warrants, if any, is referred to herein as the “Warrant Private Placement.” Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. None of the Private Placement Warrants (or nor the underlying Class A Ordinary Shares) Shares may be sold, assigned or transferred by the Sponsor, the Underwriters or their permitted transferees until thirty (30) 30 days after consummation of a Business Combination. The Underwriters acknowledge Representative, on behalf of the Underwriters, acknowledges and agree agrees that the Placement Warrants and the underlying Class A Ordinary Shares acquired by the Underwriters pursuant to the Purchase Agreement (as defined in Section 2.21.3) will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of one hundred and eighty (180) 180 days beginning on the date of immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants and the underlying Class A Ordinary Shares acquired by the Underwriters pursuant to the Underwriters Purchase Agreement (as defined in Section 2.21.3) may not be sold, transferred, assigned, pledged or hypothecated hypothecated, nor may they be the subject of any hedging, short sale, derivative, put, put or call transaction that would result in the effective economic disposition of the securities by any person for one hundred and eighty (180) 180 days beginning on the date of immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction provision for the remainder of the time period. $9,200,000 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. 2.1.1 The Private Placement Warrants, the Option Private Placement Warrants, if any, and the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants and the Option Private Placement Warrants, if any, are hereinafter referred to collectively as the “Placement Securities.” No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Placement Securities. The Public Securities, the Placement Securities, and the Founder Shares are hereinafter referred to collectively as the “Securities.”