Common use of Warrant Private Placement Clause in Contracts

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor will purchase from the Company pursuant to a Warrant Purchase Agreement (as defined in Section 2.21.2 below) an aggregate of 11,110,000 warrants (12,223,750 if the underwriters’ option to purchase additional Units is exercised in full) of the Company, which warrants are identical to the Warrants included in the Firm Units subject to certain exceptions (collectively, the “Placement Warrants”), at a purchase price of $1.00 per Placement Warrant in a private placement (the “Warrant Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The terms of the Placement Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). None of the Placement Warrants nor the underlying shares of Common Stock issuable upon exercise of the Placement Warrants may be sold, assigned or transferred by the Sponsor or its 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 pursuant to the terms of the Warrant Purchase Agreement. The Placement Warrants shall not be sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities for a period of at least 180 days beginning on the date of commencement of sales of the Offering pursuant to FINRA Rule 5110(e).

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor will purchase from the Company pursuant to a Warrant Purchase Agreement (as defined in Section 2.21.2 below) an aggregate of 11,110,000 2,110,667 warrants (12,223,750 2,210,667 if the underwriters’ option to purchase additional Units is exercised in full) of the Company, which warrants are identical to the Warrants included in the Firm Units subject to certain exceptions (collectively, the “Placement Warrants”), at a purchase price of $1.00 1.50 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 terms of the Placement Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). None of the Placement Warrants nor the underlying shares of Common Stock issuable upon exercise of the Placement Warrants may be sold, assigned or transferred by the Sponsor or its 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 pursuant to the terms of the Warrant Purchase Agreement. The Placement Warrants shall not be sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities for a period of at least 180 days beginning on the date of commencement of sales of the Offering pursuant to FINRA Rule 5110(e).