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 the Purchase Agreement (as defined in Section 2.21.2 hereof), 4,500,000 private placement warrants, each exercisable to purchase one share of our Class A common stock at $11.50 per share, at a purchase price of $1.50 per warrant (the “Private Placement Warrants”) in a private placement intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act, in order for the Trust Account to equal the product of (i) the number of Firm Units sold and (ii) $10.00. Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Purchase Agreement, up to an additional 500,000 Private Placement Warrants at a purchase price of $1.50 per Private Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act (the “Option Private Placement Warrants”), in order for the Trust Account to equal the product of (i) the number of Units sold and (ii) $10.00. The private placement of the Private Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Private Placement Warrants nor the underlying shares of Common Stock may be sold, assigned or transferred by the Sponsor or its permitted transferees until 30 days after consummation of a Business Combination. $5,750,000 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 in order for the Trust Account to equal the product of (i) the number of Units sold and (ii) $10.00.

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor will purchase from the Company pursuant to the Purchase Agreement (as defined in Section 2.21.2 hereof), 4,500,000 8,750,000 private placement warrants, each exercisable to purchase one share of our Class A common stock at $11.50 per share, at a purchase price of $1.50 1.00 per warrant (the “Private Placement Warrants”) in a private placement intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act, in order for the Trust Account to equal the product of (i) the number of Firm Units sold and (ii) $10.0010.10. Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Purchase Agreement, up to an additional 500,000 900,000 Private Placement Warrants at a purchase price of $1.50 1.00 per Private Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act (the “Option Private Placement Warrants”), in order for the Trust Account to equal the product of (i) the number of Units sold and (ii) $10.0010.10. The private placement of the Private Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Private Placement Warrants nor the underlying shares of Common Stock may be sold, assigned or transferred by the Sponsor or its permitted transferees until 30 days after consummation of a Business Combination. $5,750,000 6,000,000 of the proceeds from the sale of the Private Placement Warrants and all of the proceeds from the sale of the Option Private Placement Warrants, if any, shall be deposited into the Trust Account in order for the Trust Account to equal the product of (i) the number of Units sold and (ii) $10.0010.10.

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor will purchase from the Company pursuant to the Purchase Agreement (as defined in Section 2.21.2 hereof), 4,500,000 6,000,000 private placement warrants, each exercisable to purchase one share of our Class A common stock at $11.50 per share, at a purchase price of $1.50 1.00 per warrant (the “Private Placement Warrants”) in a private placement intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act, in order for the Trust Account to equal the product of (i) the number of Firm Units sold and (ii) $10.00. Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Purchase Agreement, up to an additional 500,000 250,000 Private Placement Warrants at a purchase price of $1.50 1.00 per Private Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act (the “Option Private Placement Warrants”), in order for the Trust Account to equal the product of (i) the number of Units sold and (ii) $10.00. The private placement of the Private Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Private Placement Warrants nor the underlying shares of Common Stock may be sold, assigned or transferred by the Sponsor or its permitted transferees until 30 days after consummation of a Business Combination. $5,750,000 3,500,000 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 in order for the Trust Account to equal the product of (i) the number of Units sold and (ii) $10.00.

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor will purchase from the Company pursuant to the Purchase Agreement (as defined in Section 2.21.2 hereof), 4,500,000 4,266,667 private placement warrants, each exercisable to purchase one share of our Class A common stock at $11.50 per share, at a purchase price of $1.50 per warrant (the “Private Placement Warrants”) in a private placement intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act, in order for the Trust Account to equal the product of (i) the number of Firm Units sold and (ii) $10.00. Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Purchase Agreement, up to an additional 500,000 440,000 Private Placement Warrants at a purchase price of $1.50 per Private Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act (the “Option Private Placement Warrants”), in order for the Trust Account to equal the product of (i) the number of Units sold and (ii) $10.00. The private placement of the Private Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Private Placement Warrants nor the underlying shares of Common Stock Class A common stock may be sold, assigned or transferred by the Sponsor or its permitted transferees until 30 thirty (30) days after consummation of a Business Combination. $5,750,000 4,400,000 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 in order for the Trust Account to equal the product of (i) the number of Units sold and (ii) $10.00Account.

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor will purchase from the Company pursuant to the Purchase Agreement (as defined in Section 2.21.2 hereof), 4,500,000 5,600,000 private placement warrants, each exercisable to purchase one share of our Class A common stock at $11.50 per share, at a purchase price of $1.50 1.00 per warrant (the “Private Placement Warrants”) in a private placement intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act, in order for the Trust Account to equal the product of (i) the number of Firm Units sold and (ii) $10.00. Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Purchase Agreement, up to an additional 500,000 540,000 Private Placement Warrants at a purchase price of $1.50 1.00 per Private Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act (the “Option Private Placement Warrants”), in order for the Trust Account to equal the product of (i) the number of Units sold and (ii) $10.00. The private placement of the Private Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Private Placement Warrants nor the underlying shares share of Common Stock Class A common stock may be sold, assigned or transferred by the Sponsor or its permitted transferees until 30 days after consummation of a Business Combination. $5,750,000 3,600,000 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 in order for the Trust Account to equal the product of (i) the number of Units sold and (ii) $10.00Account.

Warrant Private Placement. Simultaneously with the Closing Date, (i) the Sponsor will purchase from the Company pursuant to the Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof) 6,000,000 warrants (6,600,000 warrants if the over-allotment option is exercised in full) which warrants are substantially identical to the Warrants subject to certain exceptions (collectively, the “Placement Warrants”), 4,500,000 private placement warrantsand (ii) the Representative will purchase from the Company pursuant to the Representative Purchase Agreement (as defined in Section 2.21.2 hereof) 2,000,000 Placement Warrants (2,300,000 Placement Warrants if the over-allotment option is exercised in full), in each exercisable to purchase one share of our Class A common stock at $11.50 per share, case at a purchase price of $1.50 1.00 per warrant (the “Private Placement Warrants”) Warrant, in a private placement intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act, in order for the Trust Account to equal the product of (i) the number of Firm Units sold and (ii) $10.00. Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company Company, pursuant to the Sponsor Purchase Agreement, up to an additional 500,000 Private 600,000 Placement Warrants Warrants, and the Representative will purchase from the Company, pursuant to the Representative Purchase Agreement, 300,000 Placement Warrants, in each case at a purchase price of $1.50 1.00 per Private Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act (the “Option Private Placement Warrants”), in order for the Trust Account to equal the product of (i) the number of Units sold and (ii) $10.00Act. The private placement of the Private Placement Warrants to the Sponsor and the Representative is referred to herein as the “Warrant Private Placement.” None of the Private Placement Warrants nor the (or underlying shares of Common Stock Ordinary Shares) may be sold, assigned or transferred by the Sponsor Sponsor, the Representative or its permitted transferees until 30 thirty (30) days after consummation of a Business Combination. $5,750,000 of the Certain proceeds from the sale of the Private Placement Warrants and all of the proceeds from the sale of the Option Private Placement Warrants, if any, shall be deposited into the Trust Account in order for the Trust Account to equal the product of (i) the number of Units sold and (ii) $10.00Account.

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor will purchase from the Company pursuant to the Purchase Agreement (as defined in Section 2.21.2 hereof), 4,500,000 6,325,000 private placement warrants, each exercisable to purchase one share of our Class A common stock at $11.50 per share, at a purchase price of $1.50 1.00 per warrant (the “Private Placement Warrants”) in a private placement intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act, in order for the Trust Account to equal the product of (i) the number of Firm Units sold and (ii) $10.00. Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Purchase Agreement, up to an additional 500,000 250,000 Private Placement Warrants at a purchase price of $1.50 1.00 per Private Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act (the “Option Private Placement Warrants”), in order for the Trust Account to equal the product of (i) the number of Units sold and (ii) $10.00. The private placement of the Private Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Private Placement Warrants nor the underlying shares of Common Stock may be sold, assigned or transferred by the Sponsor or its permitted transferees until 30 days after consummation of a Business Combination. $5,750,000 4,000,000 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 in order for the Trust Account to equal the product of (i) the number of Units sold and (ii) $10.00.

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor will purchase from the Company pursuant to the Purchase Agreement (as defined in Section 2.21.2 hereof), 4,500,000 4,000,000 private placement warrants, each exercisable to purchase one share of our Class A common stock at $11.50 per share, at a purchase price of $1.50 per warrant (the “Private Placement Warrants”) in a private placement intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act, in order for the Trust Account to equal the product of (i) the number of Firm Units sold and (ii) $10.00. Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Purchase Agreement, up to an additional 500,000 400,000 Private Placement Warrants at a purchase price of $1.50 per Private Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act (the “Option Private Placement Warrants”), in order for the Trust Account to equal the product of (i) the number of Units sold and (ii) $10.00. The private placement of the Private Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Private Placement Warrants nor the underlying shares share of Common Stock Class A common stock may be sold, assigned or transferred by the Sponsor or its permitted transferees until 30 days after consummation of a Business Combination. $5,750,000 4,000,000 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 in order for the Trust Account to equal the product of (i) the number of Units sold and (ii) $10.00Account.

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor will purchase from the Company pursuant to the Purchase Agreement (as defined in Section 2.21.2 hereof), 4,500,000 hereof),10,270,000 private placement warrants, each exercisable to purchase one share of our Class A common stock Ordinary Share at $11.50 per share, at a purchase price of $1.50 1.00 per warrant (the “Private Placement Warrants”) in a private placement intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act, in order for the Trust Account to equal the product of (i) the number of Firm Units sold and (ii) $10.00. Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Purchase Agreement, Agreement up to an additional 500,000 1,200,000 Private Placement Warrants at a purchase price of $1.50 1.00 per Private Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act (the “Option Private Placement Warrants”). The Private Placement Warrants and Option Private Placement Warrants, in order for if any, are substantially identical to the Trust Account Warrants, subject to equal the product of (i) the number of Units sold and (ii) $10.00certain exceptions. The private placement of the Private Placement Warrants and the Option Private Placement Warrants, if any, is referred to herein as the “Warrant Private Placement.” None of the Private Placement Warrants nor the underlying shares of Common Stock Class A Ordinary Shares may be sold, assigned or transferred by the Sponsor Sponsor, the Underwriters or its their permitted transferees until 30 days after consummation of a Business Combination. $5,750,000 of the Certain proceeds from the sale of the Private Placement Warrants and all of the proceeds from the sale of the Option Private Placement Warrants, if any, shall be deposited into the Trust Account in order for the Trust Account to equal the product of (i) the number of Units sold and (ii) $10.00Account.

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor will purchase from the Company pursuant to the Purchase Agreement (as defined in Section 2.21.2 hereof), 4,500,000 8,750,000 private placement warrants, each exercisable to purchase one share of our Class A common stock at $11.50 per share, at a purchase price of $1.50 1.00 per warrant (the “Private Placement Warrants”) in a private placement intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act, in order for the Trust Account to equal the product of (i) the number of Firm Units sold and (ii) $10.00. Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Purchase Agreement, up to an additional 500,000 900,000 Private Placement Warrants at a purchase price of $1.50 1.00 per Private Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act (the “Option Private Placement Warrants”), in order for the Trust Account to equal the product of (i) the number of Units sold and (ii) $10.00. The private placement of the Private Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Private Placement Warrants nor the underlying shares of Common Stock may be sold, assigned or transferred by the Sponsor or its permitted transferees until 30 days after consummation of a Business Combination. $5,750,000 4,000,000 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 in order for the Trust Account to equal the product of (i) the number of Units sold and (ii) $10.00Account.