Common use of Delivery and Payment Clause in Contracts

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the second Business Day prior to the Closing Date) shall be made at 10:00 a.m., New York City time, on , 2021, or at such time on such later date at least two Business Days after the foregoing date as the Representative shall designate, which date and time may be postponed by agreement between the Representative and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representative of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. (b) Payment for the Underwritten Securities shall be made as follows: $294,000,000 of the proceeds received by the Company for the Underwritten Securities, including $8,750,000 of the Deferred Discount, shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative of the Underwritten Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representative for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the Closing Date. (c) Payment for the Option Securities shall be made as follows: $9.80 per Option Security (including any Deferred Discount attributable to the Option Securities), shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative of the Option Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Option Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representative for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the applicable settlement date. (d) If the option provided for in Section 2(b) hereof is exercised after the second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representative, at c/o Citigroup Global Markets Inc., at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ the date specified by the Representative (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representative of the purchase price thereof to the Trust Account as described above in Section 3(c). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representative on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the second third Business Day prior to the Closing Date) shall be made at 10:00 a.m.AM, New York City time, on , 20212006, or at such time on such later date at least two not more than three Business Days after the foregoing date as the Representative Representatives shall designate, which date and time may be postponed by agreement between the Representative Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representative Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representative Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instructCompany. (b) Payment for the Underwritten Securities shall be made as follows: $294,000,000 of the proceeds received by the Company for the ___ (or $___ per Underwritten Securities, including $8,750,000 of the Deferred Discount, Security) shall be deposited in the Trust Account Fund pursuant to the terms of the Trust Agreement along with such portion and $___ shall be paid to the order of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus Company upon delivery to the Representative of the Underwritten Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative Representatives of certificates (in form and substance satisfactory to the RepresentativeRepresentatives) representing the Underwritten Securities, in each case Securities (or through the facilities of the Depository Trust Company (the “DTC”)) for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representative Representatives may request in writing at least two (2) Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the The Company will permit the Representative Representatives to examine and package the Underwritten Securities for delivery, at least one (1) Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representative Representatives for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the Closing Date. (c) Payment for the Option Securities shall be made as follows: $9.80 7.40 per Option Security (including any Deferred Discount attributable to the Option Securities), shall be deposited in the Trust Account Fund pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative of the Option Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative Representatives of certificates (in form and substance satisfactory to the RepresentativeUnderwriters) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The certificates representing the Option Securities shall to be delivered will be in such denominations and registered in such name or names and in such authorized denominations as the Representative may Representatives request in writing at least not less than two (2) Business Days prior to the Closing Date and will be made available to the Representatives for inspection, checking and packaging at the aforesaid office of the Company’s transfer agent or correspondent not less than one (1) Business Day prior to such Closing Date. If delivery is not Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of DTC, DTC unless the Company will permit the Representative to examine and package the Option Securities for delivery, at least one Business Day prior to the Closing Date. The Company Representatives shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representative for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the applicable settlement dateotherwise instruct. (d) If the option provided for in Section 2(b) hereof is exercised after the second third Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representative, at c/o Citigroup Global Markets Inc., at ▇3▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ the date specified by the Representative Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representative Representatives of the purchase price thereof to or upon the Trust Account as described above order of the Company by wire transfer payable in Section 3(c)same-day funds to an account specified by the Company. If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representative Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) 2 hereof shall have been exercised on or before the second third Business Day prior to the Closing Date) shall be made at 10:00 9:00 a.m., New York City time, on [·], 20212018, or at such time on such later date at least two not more than three Business Days after the foregoing date as the Representative shall designate, which date and time may be postponed by agreement between the Representative and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representative of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. (ba) Payment for the Underwritten Securities shall be made as follows: $294,000,000 367,500,000 of the net proceeds received by the Company for the Underwritten Securities, Securities (including $8,750,000 13,125,000 of the Deferred Discount, ) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering Public Offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative of the Underwritten Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representative for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the Closing Date. (cb) Payment for the Option Securities shall be made as follows: $9.80 per Option Security (including any $0.35 per Option Security of Deferred Discount attributable to the Option Securities), Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative of the Option Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Option Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representative for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the applicable settlement date. (d) If the option provided for in Section 2(b) 2 hereof is exercised after the second third Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representative, at c/o Citigroup Global Markets Inc., at ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ on the date specified by the Representative (which shall be within at least three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representative of the purchase price thereof to the Trust Account as described above in Section 3(c3(b). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representative on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) 2 hereof shall have been exercised on or before the second third Business Day prior to the Closing Date) shall be made at 10:00 9:00 a.m., New York City time, on [●], 2021, or at such time on such later date at least two not more than three Business Days after the foregoing date as the Representative Representatives shall designate, which date and time may be postponed by agreement between the Representative Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representative Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representative Representatives of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative Representatives shall otherwise instruct. (ba) Payment for the Underwritten Securities shall be made as follows: $294,000,000 256,250,000 of the net proceeds received by the Company for the Underwritten Securities, Securities (including $8,750,000 7,000,000 of the Deferred Discount, ) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal at least the product of the number of Units sold and the public offering Public Offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative Representatives of the Underwritten Securities through the facilities of DTC or, if the Representative has Representatives have otherwise instructed, upon delivery to the Representative Representatives of certificates (in form and substance satisfactory to the RepresentativeRepresentatives) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representative Representatives may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative Representatives to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representative Representatives for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the Closing Date. (cb) Payment for the Option Securities shall be made as follows: $9.80 per Option Security (including any $0.35 per Option Security of Deferred Discount attributable to the Option Securities), Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative Representatives of the Option Securities through the facilities of DTC or, if the Representative has Representatives have otherwise instructed, upon delivery to the Representative Representatives of certificates (in form and substance satisfactory to the RepresentativeRepresentatives) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representative Representatives may request in writing at least two Business Days prior to the Closing DateDate and any settlement date, as applicable. If delivery is not made through the facilities of DTC, the Company will permit the Representative Representatives to examine and package the Option Securities for delivery, at least one Business Day prior to the Closing DateDate and any settlement date, as applicable. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representative Representatives for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the applicable settlement date. (d) If the option provided for in Section 2(b) 2 hereof is exercised after the second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the RepresentativeCredit Suisse Securities (USA) LLC, at c/o Citigroup Global Markets Inc., at ▇▇▇ ▇▇Eleven ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ on the date specified by the Representative Representatives (which shall be within three at least two Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representative Representatives of the purchase price thereof to the Trust Account as described above in Section 3(c3(b). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representative Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) 2 hereof shall have been exercised on or before the second third Business Day prior to the Closing Date) shall be made at 10:00 9:00 a.m., New York City time, on [•], 2021, or at such time on such later date at least two not more than three Business Days after the foregoing date as the Representative Representatives shall designate, which date and time may be postponed by agreement between the Representative Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representative Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representative Representatives of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative Representatives shall otherwise instruct. (ba) Payment for the Underwritten Securities shall be made as follows: $294,000,000 392,000,000 of the net proceeds received by the Company for the Underwritten Securities, Securities (including $8,750,000 14,000,000 of the Deferred Discount, ) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering Public Offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative Representatives of the Underwritten Securities through the facilities of DTC or, if the Representative has Representatives have otherwise instructed, upon delivery to the Representative Representatives of certificates (in form and substance satisfactory to the RepresentativeRepresentatives) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representative Representatives may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative Representatives to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representative Representatives for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the Closing Date. (cb) Payment for the Option Securities shall be made as follows: $9.80 per Option Security (including any $0.35 per Option Security of Deferred Discount attributable to the Option Securities), Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative Representatives of the Option Securities through the facilities of DTC or, if the Representative has Representatives have otherwise instructed, upon delivery to the Representative Representatives of certificates (in form and substance satisfactory to the RepresentativeRepresentatives) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representative Representatives may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative Representatives to examine and package the Option Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representative Representatives for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the applicable settlement date. (d) If the option provided for in Section 2(b) 2 hereof is exercised after the second third Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representative, at c/o Citigroup Global Markets Inc.Representatives, at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ on the date specified by the Representative Representatives (which shall be within at least three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representative Representatives of the purchase price thereof to the Trust Account as described above in Section 3(c3(b). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representative Representatives on the settlement date for the Option SecuritiesSecurities (such date, the “Option Closing Date”), and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, negative assurance letters, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery by the Selling Securityholder of and payment by the Underwriters for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the second Business Day prior to the Closing Date) Incremental Shares shall be made at 10:00 a.m.AM, New York City time, on November 20, 20212002, or at such time on such later date at least two not more than three Business Days after the foregoing date as the Representative Representatives shall designate, which date and time may be postponed by agreement between among the Representative Representatives, the Company and the Company Selling Securityholder or as provided in Section 9 hereof (such date and time of delivery and payment for the Underwritten Securities and the Incremental Shares being called herein called the “"Closing Date”"). Delivery of the Underwritten Securities and the Incremental Shares shall be made to the Representative Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representative Representatives of the purchase price thereof of the Underwritten Securities and the Incremental Shares to or upon the order of the Selling Securityholder by wire transfer payable in same-day funds to an the account specified by the Company and to the Trust Account as described below in this Section 3Selling Securityholder. Delivery of the Underwritten Securities and the Incremental Shares shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. Delivery by the Underwriters and payment by the Selling Securityholder for the purchase of the Incremental Shares by the Selling Securityholder from the Underwriters shall be made immediately following the sale of the Underwritten Securities and the Incremental Shares referenced above. Delivery of the Incremental Shares shall be made to the Selling Securityholder against payment by the Selling Securityholder of the purchase price of the Incremental Shares to or upon the order of the Underwriters by wire transfer payable in same-day funds to the account specified by the Underwriters. Delivery of the Incremental Shares shall be made through the facilities of The Depository Trust Company unless the Selling Securityholder shall otherwise instruct. If the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to the Closing Date, delivery by the Selling Securityholder and payment by the Underwriters for the Option Securities shall be made immediately following the repurchase of the Incremental Shares referenced above. Delivery of the Option Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price of the Option Securities to or upon the order of the Selling Securityholder by wire transfer payable in same-day funds to the account specified by the Selling Securityholder. Delivery of the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative Representatives shall otherwise instruct. (b) Payment for the Underwritten Securities shall be made as follows: $294,000,000 of the proceeds received by the Company for the Underwritten Securities. The Selling Securityholder will pay all applicable state transfer taxes, including $8,750,000 of the Deferred Discountif any, shall be deposited involved in the Trust Account pursuant transfer to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative several Underwriters of the Underwritten Securities through to be purchased by them from the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representative for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the Closing Date. (c) Payment for the Option Securities shall be made as follows: $9.80 per Option Security (including any Deferred Discount attributable to the Option Securities), shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold Selling Securityholder and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative of the Option Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (respective Underwriters will pay any additional stock transfer taxes involved in form and substance satisfactory to the Representative) representing the Option Securities (or through the facilities of DTC) for the account of the Underwritersfurther transfers. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Option Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representative for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the applicable settlement date. (d) If the option provided for in Section 2(b) hereof is exercised after the second third Business Day prior to the Closing Date, the Company Selling Securityholder will deliver the Option Securities (at the expense of the CompanySelling Securityholder) to the Representative, at c/o Citigroup Global Markets Inc.Representatives, at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ the date specified by the Representative Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representative Representatives of the purchase price thereof to or upon the Trust Account as described above order of the Selling Securityholder by wire transfer payable in Section 3(c)same-day funds to the account specified by the Selling Securityholder. If settlement for the Option Securities occurs after the Closing Date, the Company Selling Securityholder will deliver to the Representative Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Firm Securities and the Option Optional Securities (if the option provided for in Section 2(b) 3 hereof shall have been exercised on or before the second (2nd) Business Day prior to the Closing Date) shall be made at 10:00 [ ] a.m., New York City time, on [ ], 2021, or at such time on such later date at least two not more than three (3) Business Days after the foregoing date as the Representative Representatives shall designate, which date and time may be postponed by agreement between the Representative Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Offered Securities being herein called the “Closing Date”). Delivery of the Offered Securities shall be made to the Representative Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representative of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 34. Delivery of the Underwritten Firm Securities and the Option Optional Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative Representatives shall otherwise instruct. (ba) Payment for the Underwritten Firm Securities shall be made as follows: $294,000,000 of the net proceeds received by the Company for the Underwritten Securities, Firm Securities (including $8,750,000 10,500,000 of the Deferred Discount, ) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative Representatives of the Underwritten Firm Securities through the facilities of DTC or, if the Representative has Representatives have otherwise instructed, upon delivery to the Representative Representatives of certificates (in form and substance satisfactory to the RepresentativeRepresentatives) representing the Underwritten Firm Securities, in each case for the account of the Underwriters. The Underwritten Firm Securities shall be registered in such name or names and in such authorized denominations as the Representative Representatives may request in writing at least two (2) Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative Representatives to examine and package the Underwritten Firm Securities for delivery, at least one (1) Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Firm Securities except upon tender of payment by the Representative Representatives for all the Underwritten Firm Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the Closing Date. (cb) Payment for the Option Optional Securities shall be made as follows: $9.80 per Option Optional Security (including any $0.350 per Optional Security of Deferred Discount attributable to the Option Securities), Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative Representatives of the Option Optional Securities through the facilities of DTC or, if the Representative has Representatives have otherwise instructed, upon delivery to the Representative Representatives of certificates (in form and substance satisfactory to the RepresentativeRepresentatives) representing the Option Optional Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Optional Securities shall be registered in such name or names and in such authorized denominations as the Representative Representatives may request in writing at least two (2) Business Days prior to the Closing Datesettlement date of such Optional Securities. If delivery is not made through the facilities of DTC, the Company will permit the Representative Representatives to examine and package the Option Optional Securities for delivery, at least one (1) Business Day prior to the Closing Datesettlement date of such Optional Securities. The Company shall not be obligated to sell or deliver the Option Optional Securities except upon tender of payment by the Representative Representatives for all the Option Optional Securities. Payment by the Underwriters for the Option Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the applicable settlement date. (d) If the option provided for in Section 2(b) 3 hereof is exercised after the second (2nd) Business Day prior to the Closing Date, the Company will deliver the Option Optional Securities (at the expense of the Company) to the RepresentativeRepresentatives, c/o Credit Suisse Securities (USA) LLC, at Eleven Madison Avenue, New York, N.Y. 10010-3629, Attention: LCD-IBD, and c/o Citigroup Global Markets Inc., at ▇3▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ the date specified by the Representative Representatives (which shall be within three at least two (2) Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representative Representatives of the purchase price thereof to the Trust Account as described above in Section 3(c4(b). If settlement for the Option Optional Securities occurs after the Closing Date, the Company will deliver to the Representative Representatives on the settlement date for the Option such Optional Securities, and the obligation of the Underwriters to purchase the Option such Optional Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 7 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) 2 hereof shall have been exercised on or before the second Business Day prior to the Closing Date) shall be made at 10:00 [9:00] a.m., New York City time, on [ ], 2021, or at such time on such later date at least not more than two Business Days after the foregoing date as the Representative Underwriter shall designate, which date and time may be postponed by agreement between the Representative Underwriter and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representative Underwriter for the respective accounts of the several Underwriters its account against payment by the several Underwriters through the Representative Underwriter of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 33(b). Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative Underwriter shall otherwise instruct. (ba) Payment for the Underwritten Securities shall be made as follows: $294,000,000 200,000,000 of the net proceeds received by the Company for the Underwritten Securities, Securities (including $8,750,000 7,000,000 of the Deferred Discount, ) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering Public Offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative Underwriter of the Underwritten Securities through the facilities of DTC or, if the Representative Underwriter has otherwise instructed, upon delivery to the Representative Underwriter of certificates (in form and substance satisfactory to the RepresentativeUnderwriter) representing the Underwritten Securities, in each case for the account of the UnderwritersUnderwriter. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representative Underwriter may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative Underwriter to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representative Underwriter for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the Closing Date. (cb) Payment for the Option Securities shall be made as follows: $9.80 per Option Security (including any $0.35 per Option Security of Deferred Discount attributable to the Option Securities), Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative Underwriter of the Option Securities through the facilities of DTC or, if the Representative Underwriter has otherwise instructed, upon delivery to the Representative Underwriter of certificates (in form and substance satisfactory to the RepresentativeUnderwriter) representing the Option Securities (or through the facilities of DTC) for the account of the UnderwritersUnderwriter. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representative Underwriter may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative Underwriter to examine and package the Option Securities for delivery, at least one Business Day prior to the Closing Datesettlement date of such Option Securities. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representative Underwriter for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the applicable settlement date. (d) If the option provided for in Section 2(b) 2 hereof is exercised after the second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the RepresentativeUnderwriter at Credit Suisse Securities (USA) LLC, at c/o Citigroup Global Markets Inc., at ▇▇▇ ▇▇Eleven ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇, on the date specified by the Representative Underwriter (which shall be within three at least two Business Days after exercise of said option) for the respective accounts account of the several UnderwritersUnderwriter, against payment by the several Underwriters through the Representative Underwriter of the purchase price thereof to the Trust Account as described above in Section 3(c3(b). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representative Underwriter on the settlement date for the such Option Securities, and the obligation of the Underwriters Underwriter to purchase the such Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) 2 hereof shall have been exercised on or before the second Business Day prior to the Closing Date) shall be made at 10:00 a.m., New York City time, on [●], 20212018, or at such time on such later date at least not more than two Business Days after the foregoing date as the Representative shall designate, which date and time may be postponed by agreement between the Representative and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representative of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. (b) Payment for the Underwritten Securities shall be made as follows: $294,000,000 of the proceeds received by the Company for the Underwritten Securities, Securities (including $8,750,000 10,500,000 of the Deferred Discount, ) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants (the “Private Placement Portion”) in order for the Trust Account to equal the product of (i) the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus (ii) $10.00, upon delivery to the Representative of the Underwritten Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representative for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the Closing Date. (c) Payment for the Option Securities shall be made as follows: $9.80 per Option Security (including any $0.35 per Option Security of Deferred Discount attributable to the Option Securities), Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative of the Option Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Option Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representative for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the applicable settlement date. (d) If the option provided for in Section 2(b) 2 hereof is exercised after the second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representative, at c/o Citigroup Global Markets Inc.in the same manner as the delivery of the Underwritten Securities, at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ on the date specified by the Representative (which shall be within three at least two Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representative of the purchase price thereof to the Trust Account as described above in Section 3(c3(b). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representative on the settlement date Additional Closing Date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Firm Securities and the Option Optional Securities (if the option provided for in Section 2(b) 3 hereof shall have been exercised on or before the second third (3rd) Business Day prior to the Closing Date) shall be made at 10:00 a.m., New York City time, on [•], 20212017, or at such time on such later date at least two not more than three (3) Business Days after the foregoing date as the Representative shall designate, which date and time may be postponed by agreement between the Representative and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Offered Securities being herein called the “Closing Date”). Delivery of the Offered Securities shall be made to the Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representative of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 34. Delivery of the Underwritten Firm Securities and the Option Optional Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. (ba) Payment for the Underwritten Firm Securities shall be made as follows: $294,000,000 490,000,000 of the net proceeds received by the Company for the Underwritten Securities, Firm Securities (including $8,750,000 17,500,000 of the Deferred Discount, ) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering Public Offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative of the Underwritten Firm Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Underwritten Firm Securities, in each case for the account of the Underwriters. The Underwritten Firm Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Underwritten Firm Securities for delivery, at least one (1) Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Firm Securities except upon tender of payment by the Representative for all the Underwritten Firm Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the Closing Date. (cb) Payment for the Option Optional Securities shall be made as follows: $9.80 9.800 per Option Optional Security (including any $0.350 per Optional Security of Deferred Discount attributable to the Option Securities), Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering Public Offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative of the Option Optional Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Option Optional Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Optional Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Option Optional Securities for delivery, at least one (1) Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Option Optional Securities except upon tender of payment by the Representative for all the Option Optional Securities. Payment by the Underwriters for the Option Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the applicable settlement date. (d) If the option provided for in Section 2(b) 3 hereof is exercised after the second third (3rd) Business Day prior to the Closing Date, the Company will deliver the Option Optional Securities (at the expense of the Company) to the Representative, at c/o Citigroup Global Markets Inc.Credit Suisse Securities (USA) LLC, at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇Eleven Madison Avenue, ▇▇▇ ▇▇▇▇New York, ▇▇▇ ▇▇▇▇N.Y. 10010-3629, ▇▇ Attention: LCD-IBD, on the date specified by the Representative (which shall be within at least three (3) Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representative of the purchase price thereof to the Trust Account as described above in Section 3(c4(b). If settlement for the Option Optional Securities occurs after the Closing Date, the Company will deliver to the Representative on the settlement date for the Option Optional Securities, and the obligation of the Underwriters to purchase the Option Optional Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 7 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the second Business Day prior to the Closing Date) shall be made at 10:00 a.m., New York City time, on [•], 2021, or at such time on such later date at least two not more than three Business Days after the foregoing date as the Representative Representatives shall designate, which date and time may be postponed by agreement between the Representative Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representative Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representative Representatives of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative Representatives shall otherwise instruct. (ba) Payment for the Underwritten Securities shall be made as follows: $294,000,000 of the net proceeds received by the Company for the Underwritten Securities, Securities (including $8,750,000 10,500,000 of the Deferred Discount, ) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering Public Offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative Representatives of the Underwritten Securities through the facilities of DTC or, if the Representative has Representatives have otherwise instructed, upon delivery to the Representative Representatives of certificates (in form and substance satisfactory to the RepresentativeRepresentatives) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representative Representatives may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative Representatives to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representative Representatives for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the Closing Date. (cb) Payment for the Option Securities shall be made as follows: $9.80 per Option Security (including any $0.35 per Option Security of Deferred Discount attributable to the Option Securities), Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative Representatives of the Option Securities through the facilities of DTC or, if the Representative has Representatives have otherwise instructed, upon delivery to the Representative Representatives of certificates (in form and substance satisfactory to the RepresentativeRepresentatives) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representative Representatives may request in writing at least two Business Days prior to the Closing Dateapplicable settlement date. If delivery is not made through the facilities of DTC, the Company will permit the Representative Representatives to examine and package the Option Securities for delivery, at least one Business Day prior to the Closing Dateapplicable settlement date. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representative Representatives for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the applicable settlement date. (d) If the option provided for in Section 2(b) hereof is exercised after the second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representative, at c/o Citigroup Global Markets Inc.Representatives, at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ on the date specified by the Representative Representatives (which shall be within at least three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representative Representatives of the purchase price thereof to the Trust Account as described above in Section 3(c3(b). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representative Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the second Business Day prior to the Closing Date) shall be made at 10:00 a.m., New York City time, on , 2021, or at such time on such later date at least two Business Days after the foregoing date as the Representative shall designate, which date and time may be postponed by agreement between the Representative and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representative of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. (b) Payment for the Underwritten Securities shall be made as follows: $294,000,000 of the proceeds received by the Company for the Underwritten Securities, including $8,750,000 of the Deferred Discount, shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative of the Underwritten Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representative for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the Closing Date. (c) Payment for the Option Securities shall be made as follows: $9.80 per Option Security (including any Deferred Discount attributable to the Option Securities), shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative of the Option Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Option Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representative for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the applicable settlement date. (d) If the option provided for in Section 2(b) hereof is exercised after the second Business Day prior to At the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representative, at c/o Citigroup Global Markets Inc., at ▇▇▇▇ shall execute and deliver to PrimeSource a ▇▇▇▇ of Sale transferring the Assets (in the form of Exhibit A attached), an Assignment of Contracts specifically related to the Assets and business of the GASG (in the form of Exhibit B attached), and such other documents as PrimeSource may reasonably request so as to effect a complete and valid transfer to PrimeSource of the Assets, free and clear of all liens and encumbrances. The assumed Purchase Price of $43.5 million, less a good faith estimate by ▇▇▇▇ of the Receivables as of the Closing Date (the "Estimated Receivables") shall be paid by PrimeSource to ▇▇▇▇ at Closing by bank wire. Until the sooner of ninety (90) days after the Closing Date or amounts equal to the Estimated Receivables have been received by ▇▇▇▇, customer checks relating to both the Receivables and post-closing receivables shall go into the existing ▇▇▇▇ lockbox at First Chicago Bank number 100630 located in Pasadena, California (account number 55-50807), the ▇▇▇▇/▇▇▇▇▇ bank account (account number 115-▇▇▇▇▇▇▇) at NorWest Bank located in Omaha, Nebraska, or the ▇▇▇▇/▇▇▇▇▇ bank account (account number 635-▇▇▇▇▇▇▇) at NorWest Bank located in Minneapolis, Minnesota. All funds attributable to Receivables shall be wired to ▇▇▇▇ as it from time to time may designate. As soon as practical after the close of business of each day, ▇▇▇▇ shall wire all funds relating to post-receivables to PrimeSource's bank account at First Union Bank, ABA No. ▇▇▇▇▇▇▇▇▇ ▇▇, account number 2000107583787. Funds will be allocated in accordance with the invoice(s) designated by the customer or if no designation is made and the amount paid does not match any unpaid invoice, then the payment will be applied to the oldest unpaid invoice. As soon as an amount equal to the Estimated Receivables has been received, then the receipts of all Receivables collected thereafter shall be transmitted to PrimeSource's bank account above. If after ninety (90) days an amount equal to the Estimated Receivables has not been received by ▇▇▇▇, PrimeSource shall wire ▇▇▇▇ ▇▇▇▇to its account at Union Bank of California, ▇▇▇ ▇▇▇▇Los Angeles, ▇▇ California (account number 0710004048) the date specified by balance of the Representative (which shall be within three Business Days after exercise Estimated Receivables, irrespective of said option) whether the funds for the respective accounts of remaining Receivables have been collected or whether there exists a dispute regarding the several Underwriters, against payment by the several Underwriters through the Representative of the purchase price proper valuations thereof to the Trust Account as described above in Section 3(c). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representative on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered set forth on the Closing Date pursuant to Section 6 hereofBalance Sheet.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the second Business Day prior to the Closing Date) shall be made at 10:00 a.m., New York City time, on [.], 20212026, or at such time on such later date at least two one Business Days after the foregoing date as the Representative Underwriters shall designate, which date and time may be postponed by agreement between the Representative Underwriters and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representative Underwriters for the respective accounts account of the several Underwriters against payment by the several Underwriters through the Representative of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative Underwriters shall otherwise instruct. (b) Payment for the Underwritten Securities shall be made as follows: $294,000,000 74,250,000 of the net proceeds received by the Company for the Underwritten Securities, Securities (including $8,750,000 2,250,000 of the Deferred Discount, ) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants Shares (the “Private Placement Portion”) in order for the Trust Account to equal the product of the number of Units Ordinary Shares sold and the public offering Public Offering price per Unit Ordinary Share as set forth on the cover of the Prospectus upon delivery to the Representative Underwriters of the Underwritten Securities through the facilities of DTC or, if the Representative has Underwriters have otherwise instructed, upon delivery to the Representative Underwriters of certificates (in form and substance satisfactory to the RepresentativeUnderwriters) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representative Underwriters may request in writing at least two one Business Days Day prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative Underwriters to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representative Underwriters for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the (i) payment by the Sponsor to the Trust Account Company for the Private Placement Warrants Shares and (ii) deposit of the Private Placement Portion by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the Closing Date. (c) Payment for the Option Securities shall be made as follows: $9.80 per Option Security (including any Deferred Discount attributable to the Option Securities), shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative of the Option Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Option Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representative for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the applicable settlement date. (d) If the option provided for in Section 2(b) hereof is exercised after the second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representative, at c/o Citigroup Global Markets Inc., at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ the date specified by the Representative (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representative of the purchase price thereof to the Trust Account as described above in Section 3(c). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representative on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the second Business Day prior to the Closing Date) shall be made at 10:00 a.m., New York City time, on [ ], 20212020, or at such time on such later date at least two Business Days after the foregoing date as the Representative Representatives shall designate, which date and time may be postponed by agreement between the Representative Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representative Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representative Representatives of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative Representatives shall otherwise instruct. (b) Payment for the Underwritten Securities shall be made as follows: $294,000,000 of the proceeds received by the Company for the Underwritten Securities, including $8,750,000 10,500,000 of the Deferred Discount, shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative Representatives of the Underwritten Securities through the facilities of DTC or, if the Representative has Representatives have otherwise instructed, upon delivery to the Representative Representatives of certificates (in form and substance satisfactory to the RepresentativeRepresentatives) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representative Representatives may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative Representatives to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representative Representatives for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the Closing Date. (c) Payment for the Option Securities shall be made as follows: $9.80 per Option Security (including any Deferred Discount attributable to the Option Securities), shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative Representatives of the Option Securities through the facilities of DTC or, if the Representative has Representatives have otherwise instructed, upon delivery to the Representative Representatives of certificates (in form and substance satisfactory to the RepresentativeRepresentatives) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representative Representatives may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative Representatives to examine and package the Option Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representative Representatives for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the applicable settlement date. (d) If the option provided for in Section 2(b) hereof is exercised after the second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the RepresentativeRepresentatives, at c/o Citigroup Global Markets Inc., at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ the date specified by the Representative Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representative Representatives of the purchase price thereof to the Trust Account as described above in Section 3(c). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representative Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) 2 hereof shall have been exercised on or before the second third Business Day prior to the Closing Date) shall be made at 10:00 9:00 a.m., New York City time, on [·], 20212017, or at such time on such later date at least two not more than three Business Days after the foregoing date as the Representative shall designate, which date and time may be postponed by agreement between the Representative and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representative of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. (ba) Payment for the Underwritten Securities shall be made as follows: $294,000,000 367,500,000 of the net proceeds received by the Company for the Underwritten Securities, Securities (including $8,750,000 13,125,000 of the Deferred Discount, ) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering Public Offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative of the Underwritten Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representative for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the Closing Date. (cb) Payment for the Option Securities shall be made as follows: $9.80 per Option Security (including any $0.35 per Option Security of Deferred Discount attributable to the Option Securities), Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative of the Option Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Option Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representative for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the applicable settlement date. (d) If the option provided for in Section 2(b) 2 hereof is exercised after the second third Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representative, at c/o Citigroup Global Markets Inc., at ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ on the date specified by the Representative (which shall be within at least three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representative of the purchase price thereof to the Trust Account as described above in Section 3(c3(b). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representative on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) 2 hereof shall have been exercised on or before the second third Business Day prior to the Closing Date) shall be made at 10:00 9:00 a.m., New York City time, on [●], 20212019, or at such time on such later date at least two not more than three Business Days after the foregoing date as the Representative Representatives shall designate, which date and time may be postponed by agreement between the Representative Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representative Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representative Representatives of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative Representatives shall otherwise instruct. (ba) Payment for the Underwritten Securities shall be made as follows: $294,000,000 367,500,000 of the net proceeds received by the Company for the Underwritten Securities, Securities (including $8,750,000 13,125,000 of the Deferred Discount, ) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering Public Offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative Representatives of the Underwritten Securities through the facilities of DTC or, if the Representative has Representatives have otherwise instructed, upon delivery to the Representative Representatives of certificates (in form and substance satisfactory to the RepresentativeRepresentatives) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representative Representatives may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative Representatives to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representative Representatives for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the Closing Date. (cb) Payment for the Option Securities shall be made as follows: $9.80 per Option Security (including any $0.35 per Option Security of Deferred Discount attributable to the Option Securities), Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative Representatives of the Option Securities through the facilities of DTC or, if the Representative has Representatives have otherwise instructed, upon delivery to the Representative Representatives of certificates (in form and substance satisfactory to the RepresentativeRepresentatives) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representative Representatives may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative Representatives to examine and package the Option Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representative Representatives for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the applicable settlement date. (d) If the option provided for in Section 2(b) 2 hereof is exercised after the second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representative, at c/o Citigroup Global Markets Deutsche Bank Securities Inc., at ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ on the date specified by the Representative Representatives (which shall be within three at least two Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representative Representatives of the purchase price thereof to the Trust Account as described above in Section 3(c3(b). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representative Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. 5.1. Prior to the Initial Closing Date (aas defined below), (i) Delivery each Purchaser will execute a Subscription Agreement and deliver it to the Selling Agent for forwarding to the Company; (ii) the Company will execute each such Subscription Agreement and will forward a copy thereof to the Escrow Agent; (iv) each Purchaser will transfer to the Escrow Account funds in an amount equal to the Purchase Price multiplied by the number of Securities to which such Purchaser has subscribed; (v) in the event that the Selling Agent or any subagent receives subscription funds, such funds will be promptly transmitted to the Escrow Account in compliance with Rule 15c2-4 of the Securities Exchange Act of 1934, as amended; and payment for (vi) the Underwritten Securities Escrow Agent will notify the Company and the Option Securities Selling Agent promptly in writing when the balance of the Escrow Account contains at least $5,000,000 (if the option provided for in Section 2(b) hereof “Requisite Funds”). 5.2. If the Escrow Agent shall have been exercised received at least the Requisite Funds on or before the second Business Day prior to the Closing Date) shall be made at 10:00 a.m.5:00 p.m., New York City time, on October 31, 2021, or at such time on such later date at least two Business Days after the foregoing date as the Representative shall designate, which date and time may be postponed by agreement between the Representative and the Company or as provided in Section 9 hereof 2016 (such date and time of delivery and payment for the Securities being herein called the “Closing Termination Date”). Delivery , the Escrow Agent will release the balance of the Securities shall be made to the Representative Escrow Account for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representative of the purchase price thereof by wire transfer payable in same-day funds to an account specified collection by the Company and the Selling Agent as provided in the Escrow Agreement and the Company shall deliver the Securities being purchased on the Initial Closing Date to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made Purchasers, through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. (b) Payment for the Underwritten Securities shall be made as follows: $294,000,000 of the proceeds received by the Company for the Underwritten Securities, including $8,750,000 of the Deferred Discount, shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with and such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative of the Underwritten Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and shall be in such authorized denominations denominations, as the Representative Selling Agent may request by written notice to the Company. The cost of original issue tax stamps and other transfer taxes, if any, in writing at least two Business Days connection with the issuance and delivery of the Securities by the Company to the respective Purchasers shall be borne by the Company. The date on which the Escrow Agent releases the balance of the Escrow Account for collection by the Company and the Selling Agent against delivery of the Securities to the Purchasers as described above, is hereinafter referred to as the “Initial Closing Date.” 5.3. If the Requisite Funds have not been received by the Escrow Agent on or before the Termination Date, the Offering will be deemed terminated, the Escrow Agent will promptly return the funds to the Purchasers without interest and the Selling Agent shall not be entitled to any compensation hereunder. 5.4. If the Initial Closing has occurred, and the Company makes further sales of Securities to Purchasers prior to the Closing Date. If delivery is not made through termination of this Agreement pursuant to Section 11 hereof, (i) each Purchaser will execute a Subscription Agreement and deliver it to the facilities of DTC, Selling Agent for forwarding to the Company; (ii) the Company will permit the Representative to examine execute each such Subscription Agreement and package the Underwritten Securities for delivery, at least one Business Day prior forward a fully-executed copy to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representative Selling Agent for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the Closing Date. (c) Payment for the Option Securities shall be made as follows: $9.80 per Option Security (including any Deferred Discount attributable to the Option Securities), shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative of the Option Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates such Purchaser; and (in form and substance satisfactory to the Representativeiii) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Option Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representative for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the applicable settlement date. (d) If the option provided for in Section 2(b) hereof is exercised after the second Business Day prior to the Closing Date, the Company will deliver Securities and receive payment therefor in accordance with paragraph 5.2 above. Each date following the Option Initial Closing Date on which Company delivers Securities (at the expense of the Company) to the Representative, at c/o Citigroup Global Markets Inc., at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ the date specified by the Representative (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, such Purchasers against payment by the several Underwriters through the Representative of the purchase price thereof therefor is referred to the Trust Account herein as described above in Section 3(c). If settlement for the Option Securities occurs after the a “Subsequent Closing Date, the Company will deliver to the Representative on the settlement date for the Option Securities, ” and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Initial Closing Date pursuant and each Subsequent Closing Date are each referred to Section 6 hereofherein as a “Closing Date” and, collectively, as the “Closing Dates”.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the second third Business Day prior to the Closing Date) shall be made at 10:00 a.m.AM, New York City time, on [•], 2021, or at such time on such later date at least two not more than three Business Days after the foregoing date as the Representative Representatives shall designate, which date and time may be postponed by agreement between the Representative Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representative Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representative Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3Company. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative Representatives shall otherwise instruct. (b) Payment for the Underwritten Securities shall be made as follows: $294,000,000 200,000,000 of the proceeds received by the Company for the Underwritten Securities, including $8,750,000 7,000,000 of the Deferred Discount, shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion and $1,000,000 shall be paid to the order of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus Company upon delivery to the Representative Representatives of the Underwritten Securities through the facilities of DTC or, if the Representative has Representatives have otherwise instructed, upon delivery to the Representative Representatives of certificates (in form and substance satisfactory to the RepresentativeRepresentatives) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representative Representatives may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative Representatives to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representative Representatives for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the payment by the Sponsor to Sponsors and certain of the Trust Account for the Private Placement Warrants Company’s directors at least one Business Day prior to the Closing DateDate to Continental Stock Transfer & Trust Company for $4,000,000 of gross proceeds from the sale of the Private Placement Warrants. (c) Payment for the Option Securities shall be made as follows: $9.80 per Option Security (Security, including any $0.35 of Deferred Discount attributable to the Discounts per Option Securities)Security, shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative Representatives of the Option Securities through the facilities of DTC or, if the Representative has Representatives have otherwise instructed, upon delivery to the Representative Representatives of certificates (in form and substance satisfactory to the RepresentativeRepresentatives) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representative Representatives may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative Representatives to examine and package the Option Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representative Representatives for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the applicable settlement date. (d) If the option provided for in Section 2(b) hereof is exercised after the second third Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representative, at c/o Citigroup Global Markets Inc., at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ Representatives through the facilities of DTC on the date specified by the Representative Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representative Representatives of the purchase price thereof to or upon the Trust Account as described above order of the Company by wire transfer payable in Section 3(c)same-day funds to an account specified by the Company. If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representative Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, negative assurance letters, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the second Business Day prior to the Closing Date) shall be made at 10:00 a.m., New York City time, on [●], 2021, or at such time on such later date at least two Business Days after the foregoing date as the Representative shall designate, which date and time may be postponed by agreement between the Representative and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representative of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. (b) Payment for the Underwritten Securities shall be made as follows: $294,000,000 of the net proceeds received by the Company for the Underwritten Securities, including $8,750,000 of the Deferred Discount, shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants Units in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative of the Underwritten Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance reasonably satisfactory to the Representative) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representative for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants Units at least one Business Day prior to the Closing Date. (c) Payment for the Option Securities shall be made as follows: $9.80 per Option Security the Purchase Price (including any Deferred Discount attributable to the Option Securities), shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants Units in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative of the Option Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance reasonably satisfactory to the Representative) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Option Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representative for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants Units at least one Business Day prior to the applicable settlement date. (d) If the option provided for in Section 2(b) hereof is exercised after the second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representative, at c/o Citigroup Global Markets Inc.Mizuho Securities USA LLC, at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇1271 Avenue of the Americas, ▇▇▇ ▇▇▇▇New York, ▇▇▇ ▇▇▇▇New York, ▇▇ on the date specified by the Representative (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representative of the purchase price thereof to the Trust Account as described above in Section 3(c). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representative on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Firm Securities and the Option Optional Securities (if the option provided for in Section 2(b) 3 hereof shall have been exercised on or before the second (2nd) Business Day prior to the Closing Date) shall be made at 10:00 a.m.[●] [a.m./p.m.], New York City time, on [●], 2021, or at such time on such later date at least two not more than three (3) Business Days after the foregoing date as the Representative Representatives shall designate, which date and time may be postponed by agreement between the Representative Representatives and the Company or as provided in Section 9 10 hereof (such date and time of delivery and payment for the Offered Securities being herein called the “Closing Date”). Delivery of the Offered Securities shall be made to the Representative Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representative Representatives of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 34. Delivery of the Underwritten Firm Securities and the Option Optional Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative Representatives shall otherwise instruct. (ba) Payment for the Underwritten Firm Securities shall be made as follows: $294,000,000 of the net proceeds received by the Company for the Underwritten Securities, Firm Securities (including $8,750,000 10,500,000 of the Deferred Discount, ) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative Representatives of the Underwritten Firm Securities through the facilities of DTC or, if the Representative has Representatives have otherwise instructed, upon delivery to the Representative Representatives of certificates (in form and substance satisfactory to the RepresentativeRepresentatives) representing the Underwritten Firm Securities, in each case for the account of the Underwriters. The Underwritten Firm Securities shall be registered in such name or names and in such authorized denominations as the Representative Representatives may request in writing at least two (2) Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative Representatives to examine and package the Underwritten Firm Securities for delivery, at least one (1) Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Firm Securities except upon tender of payment by the Representative Representatives for all the Underwritten Firm Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the Closing Date. (cb) Payment for the Option Optional Securities shall be made as follows: $9.80 per Option Optional Security (including any $0.35 per Optional Security of Deferred Discount attributable to the Option Securities), Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative Representatives of the Option Optional Securities through the facilities of DTC or, if the Representative has Representatives have otherwise instructed, upon delivery to the Representative Representatives of certificates (in form and substance satisfactory to the RepresentativeRepresentatives) representing the Option Optional Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Optional Securities shall be registered in such name or names and in such authorized denominations as the Representative Representatives may request in writing at least two (2) Business Days prior to the Closing Datesettlement date of such Optional Securities. If delivery is not made through the facilities of DTC, the Company will permit the Representative Representatives to examine and package the Option Optional Securities for delivery, at least one (1) Business Day prior to the Closing Datesettlement date of such Optional Securities. The Company shall not be obligated to sell or deliver the Option Optional Securities except upon tender of payment by the Representative Representatives for all the Option Optional Securities. Payment by the Underwriters for the Option Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the applicable settlement date. (d) If the option provided for in Section 2(b) 3 hereof is not exercised after the second Business Day prior to the Closing Date, the Company will deliver the Option Optional Securities (at the expense of the Company) to the RepresentativeRepresentatives, at c/o Citigroup Global Markets Inc., at ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: Equity Syndicate Desk, or Deutsche Bank Securities Inc., ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: Equity Capital Markets – Syndicate Desk, on the date specified by the Representative Representatives (which shall be within three at least two (2) Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representative Representatives of the purchase price thereof to the Trust Account as described above in Section 3(c4(b). If settlement for the Option Optional Securities occurs after the Closing Date, the Company will deliver to the Representative Representatives on the settlement date for the Option such Optional Securities, and the obligation of the Underwriters to purchase the Option such Optional Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 7 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b‎2(b) hereof shall have been exercised on or before the second Business Day prior to the Closing Date) shall be made at 10:00 a.m., New York City time, on [•], 2021, or at such time on such later date at least two Business Days after the foregoing date as the Representative shall designate, which date and time may be postponed by agreement between the Representative and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representative of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3‎3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. (ba) Payment for the Underwritten Securities shall be made as follows: $294,000,000 200,000,000 of the net proceeds received by the Company for the Underwritten Securities, Securities (including $8,750,000 7,000,000 of the Deferred Discount, ) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants (the “Private Placement Portion”) in order for the Trust Account to equal the product of the number of Units sold and the public offering Public Offering price plus $.20 per Unit as set forth on the cover of the Prospectus upon delivery to the Representative of the Underwritten Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representative for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the (i) payment by the Sponsor to the Trust Account Company for the Private Placement Warrants and (ii) deposit of the Private Placement Portion by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the Closing Date. (cb) Payment for the Option Securities shall be made as follows: $9.80 per Option Security (including any $0.35 per Option Security of Deferred Discount attributable to the Option Securities), Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering Public Offering price plus $.20 per Unit as set forth on the cover of the Prospectus upon delivery to the Representative of the Option Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Option Securities (or through the facilities of DTC) ), in each case for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Option Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representative for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the payment by the Sponsor to the Trust Account Company for the Private Placement Warrants and deposit of such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the Trust Account, together with the proceeds to be received pursuant to this clause ‎(b), to equal the product of the number of Units sold and the Public Offering price per Unit as set forth on the cover of the Prospectus by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the applicable settlement date. (d) . If the option provided for in Section 2(b) ‎2 hereof is exercised after the second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representative, at c/o Citigroup Global Markets Inc., at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ on the date specified by the Representative (which shall be within at least three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representative of the purchase price thereof to the Trust Account as described above in Section 3(c‎3(b). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representative on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 ‎6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the second Business Day prior to the Closing Date) shall be made at 10:00 a.m., New York City time, on [●], 20212026, or at such time on such later date at least two Business Days after the foregoing date as the Representative Underwriter shall designate, which date and time may be postponed by agreement between the Representative Underwriter and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representative for the respective accounts of the several Underwriters Underwriter against payment by the several Underwriters through the Representative Underwriter of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative Underwriter shall otherwise instruct. (ba) Payment for the Underwritten Securities shall be made as follows: $294,000,000 300,000,000 of the net proceeds received by the Company for the Underwritten Securities, Securities (including $8,750,000 10,500,000 of the IPO Deferred Discount, ) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants Units (the “Private Placement Portion”) in order for the Trust Account to equal the product of the number of Units sold and the public offering Public Offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative Underwriter of the Underwritten Securities through the facilities of DTC or, if the Representative Underwriter has otherwise instructed, upon delivery to the Representative Underwriter of certificates (in form and substance satisfactory to the RepresentativeUnderwriter) representing the Underwritten Securities, in each case for the account of the UnderwritersUnderwriter. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representative Underwriter may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative Underwriter to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representative Underwriter for all the Underwritten Securities. Payment by the Underwriters Underwriter for the Underwritten Securities is contingent on the (i) payment by the Sponsor to the Trust Account Company for the Private Placement Warrants Units and (ii) deposit of the Private Placement Portion by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the Closing Date. (cb) Payment for the Option Securities shall be made as follows: $9.80 9.85 per Option Security (including any $0.35 per Option Security of the IPO Deferred Discount attributable to the Option Securities), Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants Units in order for the Trust Account to equal the product of the number of Units sold and the public offering Public Offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative Underwriter of the Option Securities through the facilities of DTC or, if the Representative Underwriter has otherwise instructed, upon delivery to the Representative Underwriter of certificates (in form and substance satisfactory to the RepresentativeUnderwriter) representing the Option Securities (or through the facilities of DTC) ), in each case for the account of the UnderwritersUnderwriter. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representative Underwriter may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative Underwriter to examine and package the Option Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representative Underwriter for all the Option Securities. Payment by the Underwriters Underwriter for the Option Securities is contingent on the payment by the Sponsor to the Trust Account Company for the Private Placement Warrants Units and deposit of such portion of the gross proceeds from the sale of the Private Placement Units in order for the Trust Account, together with the proceeds to be received pursuant to this clause (b), to equal the product of the number of Units sold and the Public Offering price per Unit as set forth on the cover of the Prospectus by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the applicable settlement date. (d) . If the option provided for in Section 2(b) 2 hereof is exercised after the second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representative, at c/o Citigroup Global Markets Inc.Underwriter, at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ on the date specified by the Representative Underwriter (which shall be within at least three Business Days after exercise of said option) for the respective accounts account of the several UnderwritersUnderwriter, against payment by the several Underwriters through the Representative Underwriter of the purchase price thereof to the Trust Account as described above in Section 3(c3(b). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representative Underwriter on the settlement date for the Option Securities, and the obligation of the Underwriters Underwriter to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) 2 hereof shall have been exercised on or before the second third Business Day prior to the Closing Date) shall be made at 10:00 9:00 a.m., New York City time, on [●], 2021, or at such time on such later date at least two not more than three Business Days after the foregoing date as the Representative Representatives shall designate, which date and time may be postponed by agreement between the Representative Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representative Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representative Representatives of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative Representatives shall otherwise instruct. (ba) Payment for the Underwritten Securities shall be made as follows: $294,000,000 343,000,000 of the net proceeds received by the Company for the Underwritten Securities, Securities (including $8,750,000 12,250,000 of the Deferred Discount, ) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants (the “Private Placement Portion”) in order for the Trust Account to equal the product of the number of Units sold and the public offering Public Offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative Representatives of the Underwritten Securities through the facilities of DTC or, if the Representative has Representatives have otherwise instructed, upon delivery to the Representative Representatives of certificates (in form and substance satisfactory to the RepresentativeRepresentatives) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representative Representatives may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative Representatives to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representative Representatives for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the (i) payment by the Sponsor to the Trust Account Company for the Private Placement Warrants and (ii) deposit of the Private Placement Portion by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the Closing Date. (cb) Payment for the Option Securities shall be made as follows: $9.80 per Option Security (including any $0.35 per Option Security of Deferred Discount attributable to the Option Securities), Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative Representatives of the Option Securities through the facilities of DTC or, if the Representative has Representatives have otherwise instructed, upon delivery to the Representative Representatives of certificates (in form and substance satisfactory to the RepresentativeRepresentatives) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representative Representatives may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative Representatives to examine and package the Option Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representative Representatives for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the applicable settlement date. (d) If the option provided for in Section 2(b) 2 hereof is exercised after the second third Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the RepresentativeRepresentatives, at c/o Citigroup Global Markets Inc., at ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ on the date specified by the Representative Representatives (which shall be within at least three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representative Representatives of the purchase price thereof to the Trust Account as described above in Section 3(c3(b). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representative Representatives on the settlement date Additional Closing Date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) 2 hereof shall have been exercised on or before the second Business Day prior to the Closing Date) shall be made at 10:00 9:00 a.m., New York City time, on [●], 2021, or at such time on such later date at least two not more than three Business Days after the foregoing date as the Representative Representatives shall designate, which date and time may be postponed by agreement between the Representative Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representative Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representative Representatives of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative Representatives shall otherwise instruct. (ba) Payment for the Underwritten Securities shall be made as follows: $294,000,000 250,000,000 of the net proceeds received by the Company for the Underwritten Securities, Securities (including the $8,750,000 of the Deferred Discount, ) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants deposited in the Trust Account in order for the amount deposited in the Trust Account to equal the product of the number of Units Underwritten Securities sold and the public offering price per Unit Underwritten Security as set forth on the cover of the Prospectus Prospectus, upon delivery to the Representative Representatives of the Underwritten Securities through the facilities of DTC or, if the Representative has Representatives have otherwise instructed, upon delivery to the Representative Representatives of certificates (in form and substance satisfactory to the RepresentativeRepresentatives) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representative Representatives may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will shall permit the Representative Representatives to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representative Representatives for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on (i) the payment by the Sponsor Purchasers to the Trust Account Company for the Private Placement Warrants and (ii) deposit of such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the Trust Account, together with the proceeds to be received pursuant to this Section 3(a), to equal the product of the number of Underwritten Securities sold and the public offering price per Underwritten Security as set forth on the cover of the Prospectus by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the Closing Date. (cb) Payment for the Option Securities shall be made as follows: $9.80 per Option Security (including any $0.35 per Option Security of Deferred Discount attributable to the Option Securities), Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the amount deposited in the Trust Account to equal the product of the number of Units Option Securities sold and the public offering price per Unit Option Security as set forth on the cover of the Prospectus upon delivery to the Representative Representatives of the Option Securities through the facilities of DTC or, if the Representative has Representatives have otherwise instructed, upon delivery to the Representative Representatives of certificates (in form and substance satisfactory to the RepresentativeRepresentatives) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representative Representatives may request in writing at least two Business Days prior to the Closing Datesettlement date of such Option Securities. If delivery is not made through the facilities of DTC, the Company will shall permit the Representative Representatives to examine and package the Option Securities for delivery, at least one Business Day prior to the Closing Datesettlement date of such Option Securities. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representative Representatives for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the (i) payment by the Sponsor to the Trust Account Purchasers for the Private Placement Warrants and (ii) deposit of such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the Trust Account, together with the proceeds to be received pursuant to this Section 3(b), to equal the product of the number of Option Securities sold and the public offering price per Option Security as set forth on the cover of the Prospectus by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the applicable settlement date. (d) . If the option provided for in Section 2(b) 2 hereof is exercised after the second Business Day prior to the Closing Date, the Company will shall deliver the Option Securities (at the expense of the Company) to the Representative, at c/o Citigroup Global Markets Inc., at ▇3▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇ and W▇▇▇▇ Fargo Securities, LLC, 5▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, on the date specified by the Representative Representatives (which shall be within three at least two Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representative Representatives of the purchase price thereof to the Trust Account as described above in Section 3(c3(b). If settlement for the Option Securities occurs after the Closing Date, the Company will shall deliver to the Representative Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date in each case substantially contemporaneous with the closing of the sale of the Option Securities pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the second Business Day prior to the Closing Date) shall be made at 10:00 a.m., New York City time, on [•], 2021, or at such time on such later date at least two not more than three Business Days after the foregoing date as the Representative shall designate, which date and time may be postponed by agreement between the Representative and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representative of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. (ba) Payment for the Underwritten Securities shall be made as follows: $294,000,000 245,000,000 of the net proceeds received by the Company for the Underwritten Securities, Securities (including $8,750,000 of the Deferred Discount, ) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering Public Offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative of the Underwritten Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representative for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the Closing Date. (cb) Payment for the Option Securities shall be made as follows: $9.80 per Option Security (including any $0.35 per Option Security of Deferred Discount attributable to the Option Securities), Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative of the Option Securities through the facilities of DTC or, if the Representative has have otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two Business Days prior to the Closing Dateapplicable settlement date. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Option Securities for delivery, at least one Business Day prior to the Closing Dateapplicable settlement date. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representative for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the applicable settlement date. (d) If the option provided for in Section 2(b) hereof is exercised after the second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representative, at c/o Citigroup Global Markets Inc., at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇8th Floor, ▇▇▇ ▇▇▇▇New York, ▇▇ New York 10281, on the date specified by the Representative (which shall be within at least three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representative of the purchase price thereof therefor to the Trust Account as described above in Section 3(c3(b). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representative on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. 2.1 The Subscriber must complete, sign and return to the Company, through its attorneys, the following documents: (a) Delivery a completed and duly executed copy of this Subscription Agreement; (b) a completed and duly executed copy of Schedule “A”; and, (c) payment in the aggregate amount of the Subscription Funds for the Underwritten Securities Shares, via certified check, money order or bank draft made payable to Golden Century Resources Limited in American dollars, a wire pursuant to the wire instructions in the Terms or in such other manner as may be provided for by the Company. 2.2 The Subscription Funds or proof of wire transfer of the Subscription Funds must accompany this Subscription Agreement. 2.3 Where the Subscription Funds are paid to the Company, the Company is entitled to treat such Subscription Funds as an interest free loan to the Company until such time as the Subscription Agreement is accepted and the Option Securities (if certificates representing the option provided for in Section 2(b) hereof shall Shares have been exercised issued to the Subscriber. 2.4 The Subscriber shall complete, sign and return to the Company as soon as possible, on request by the Company, any additional documents, questionnaires, notices and undertakings as may be required by any regulatory authorities and applicable law. 2.5 The Subscriber acknowledges and agrees that this Subscription Agreement, the Subscription Funds and any other documents delivered in connection herewith will be held on behalf of the Company. In the event that this Subscription Agreement is not accepted by the Company for whatever reason, which the Company expressly reserves the right to do, at any time on or before the second Business Day prior day after the Acquisition Closing Date, this Subscription Agreement, the Subscription Funds (without interest thereon) and any other documents delivered in connection herewith will be returned to the Closing Date) shall be made Subscriber at 10:00 a.m., New York City time, on , 2021, or at such time on such later date at least two Business Days after the foregoing date as the Representative shall designate, which date and time may be postponed by agreement between the Representative and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery address of the Securities shall be made to the Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representative of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. (b) Payment for the Underwritten Securities shall be made as follows: $294,000,000 of the proceeds received by the Company for the Underwritten Securities, including $8,750,000 of the Deferred Discount, shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit Subscriber as set forth on the cover of the Prospectus upon delivery to the Representative of the Underwritten Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representative for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the Closing Datethis Subscription Agreement. (c) Payment for the Option Securities shall be made as follows: $9.80 per Option Security (including any Deferred Discount attributable to the Option Securities), shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative of the Option Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Option Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representative for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the applicable settlement date. (d) If the option provided for in Section 2(b) hereof is exercised after the second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representative, at c/o Citigroup Global Markets Inc., at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ the date specified by the Representative (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representative of the purchase price thereof to the Trust Account as described above in Section 3(c). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representative on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment Certificates in definitive form for the Underwritten Securities Shares to be purchased by each Underwriter hereunder, and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the second Business Day prior to the Closing Date) shall be made at 10:00 a.m., New York City time, on , 2021, or at such time on authorized denominations and registered in such later date names as BBTCM may request upon at least two Business Days after the foregoing date as the Representative shall designate, which date and time may be postponed by agreement between the Representative and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made 48 hours’ prior notice to the Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representative of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery Selling Stockholders shall be delivered by or on behalf of the Underwritten Securities Company and the Option Securities shall be made Selling Stockholders to BBTCM, through the facilities of The the Depository Trust Company (“DTC”) unless for the Representative account of each Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of Federal (same-day) funds to the accounts specified by the Company and the Custodian to BBTCM, at least 48 hours in advance. The Company and the Selling Stockholders shall otherwise instructcause the certificates representing the Shares to be made available for checking and packaging at least 24 hours prior to the Time of Delivery (as defined below) with respect thereto at the office of DTC or its designated custodian (the “Designated Office”). The time and date of such delivery and payment shall be, with respect to the Firm Shares, 9:30 a.m., Richmond, Virginia time, on [ , ] or such other time and date as BBTCM and the Company may agree upon in writing, and, with respect to the Optional Shares, 9:30 a.m., Richmond, Virginia time, on the date specified by BBTCM, in the written notice given by BBTCM of the Underwriters’ election to purchase such Optional Shares, or at such other time and date as BBTCM and the Company may agree upon in writing. Such time and date for delivery of the Firm Shares is herein called the “First Time of Delivery,” such time and date for delivery of the Optional Shares, if not the First Time of Delivery, is herein called the “Second Time of Delivery,” and each such time and date for delivery is herein called a “Time of Delivery.” (b) Payment The documents to be delivered at each Time of Delivery by or on behalf of the parties hereto pursuant to Section 7 hereof, including the cross receipt for the Underwritten Securities shall be made as follows: $294,000,000 of the proceeds received by the Company for the Underwritten Securities, including $8,750,000 of the Deferred Discount, shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold Shares and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative of the Underwritten Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representative for all the Underwritten Securities. Payment any additional documents requested by the Underwriters for the Underwritten Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the Closing Date. (c) Payment for the Option Securities shall be made as follows: $9.80 per Option Security (including any Deferred Discount attributable to the Option Securities), shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative of the Option Securities through the facilities of DTC orSection 7(k) hereof, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall will be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Option Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representative for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the applicable settlement date. (d) If the option provided for in Section 2(b) hereof is exercised after the second Business Day prior to the Closing Date, the Company will deliver the Option Securities (delivered at the expense offices of the Company) to the RepresentativeHunton & ▇▇▇▇▇▇▇▇ LLP, at c/o Citigroup Global Markets Inc., at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇Richmond, ▇▇▇ ▇▇▇▇, ▇▇ Virginia 23219 (the date specified by the Representative (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representative of the purchase price thereof to the Trust Account as described above in Section 3(c“Closing Location”). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representative on the settlement date for the Option Securities, and the obligation Shares will be delivered at the Designated Office, all at such Time of Delivery. A meeting will be held at the Closing Location at 10:00 a.m., Richmond, Virginia time, on the business day next preceding such Time of Delivery, at which meeting the final drafts of the Underwriters documents to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereofthe preceding sentence will be available for review by the parties hereto.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Firm Securities and the Option Optional Securities (if the option provided for in Section 2(b) hereof Option shall have been exercised on or before the second (2nd) Business Day prior to the Closing Date) shall be made at 10:00 a.m., New York City time, on [●], 2021, or at such time on such later date at least two not more than three (3) Business Days after the foregoing date as the Representative shall designate, which date and time may be postponed by agreement between the Representative and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Offered Securities being herein called the “Closing Date”). Delivery of the Offered Securities shall be made to the Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representative of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 34. Delivery of the Underwritten Firm Securities and the Option Optional Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. (ba) Payment for the Underwritten Firm Securities shall be made as follows: $294,000,000 245,000,000 of the net proceeds received by the Company for the Underwritten Securities, Firm Securities (including $8,750,000 of the Deferred Discount, ) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the amount deposited in the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative of the Underwritten Firm Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Underwritten Firm Securities, in each case for the account respective accounts of the Underwriters. The Underwritten Firm Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Underwritten Firm Securities for delivery, at least one (1) Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Firm Securities except upon tender of payment by the Representative for all the Underwritten Firm Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the Closing Date. (cb) Payment for the Option Optional Securities shall be made as follows: $9.80 per Option Optional Security (including any $0.35 per Optional Security of Deferred Discount attributable to the Option Securities), Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the amount deposited in the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus pursuant to the terms of the Trust Agreement upon delivery to the Representative of the Option Optional Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Option Optional Securities (or through the facilities of DTC) for the account respective accounts of the Underwriters. The Option Optional Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) Business Days prior to the Closing DateSettlement Date of such Optional Securities. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Option Optional Securities for delivery, at least one (1) Business Day prior to the Closing DateSettlement Date of such Optional Securities. The Company shall not be obligated to sell or deliver the Option Optional Securities except upon tender of payment by the Representative for all the Option Optional Securities. Payment by the Underwriters for If the Option Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the applicable settlement date. (d) If the option provided for in Section 2(b) hereof is exercised after the second (2nd) Business Day prior to the Closing Date, the Company will deliver the Option Optional Securities (at the expense of the Company) to the Representative, at c/o Citigroup Global Markets Inc.Credit Suisse Securities (USA) LLC, at ▇▇▇ ▇▇▇Eleven M▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, ▇▇ Attention: LCD-IBD, on the date specified by the Representative (which shall be within three at least two (2) Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representative of the purchase price thereof to the Trust Account as described above in Section 3(c4(b). If settlement for the Option Optional Securities occurs after the Closing Date, the Company will deliver to the Representative on the settlement date for the Option Settlement Date of such Optional Securities, and the obligation of the Underwriters to purchase the Option such Optional Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 7 hereof.

Delivery and Payment. (a) Delivery In the event that the Underwriters receive any payment from an Investor in connection with the purchase of any Shares by such investor, such payments will be promptly transmitted to and payment deposited into one of two escrow accounts (the “Escrow Accounts”) established by the Company in connection with the Offering, Bryn Mawr Trust Company of Delaware, as escrow agent for funds tendered by Investors placed by SI Securities, LLC and FinTech Clearing, LLC, as escrow agent for all other funds tendered by Investors (the “Escrow Agents”). Among other things, the Underwriters shall forward any checks so received by the Underwriters to the Escrow Agents by noon the next business day. The Underwriters and the Company shall instruct Investors to make wire transfers in accordance with the Company’s qualified Offering Statement. (b) Prior to the Initial Closing date of the Offering and any Subsequent Closing date, (i) each Investor will execute and deliver a Subscription Agreement (each, an “Investor Subscription Agreement”) to the Company and the Company will make available to each Underwriter and the Escrow Agents copies of each such Investor Subscription Agreement; (ii) each Investor will transfer to the Escrow Accounts funds in an amount equal to the price per Share as shown on the cover page of the Final Offering Circular multiplied by the number of Shares subscribed by such Investor; (iii) subscription funds received from any Investor will be promptly transmitted to the Escrow Accounts in compliance with Rule 15c2-4 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and (iv) the Escrow Agents will notify the Company and the Representative in writing whether the balance of the Escrow Accounts contains collected funds in the amount equal to the proceeds for the Underwritten Securities and sale of at least 1,500,000 Shares offered hereby (the Option Securities (if “Requisite Funds”). i. If the option provided for in Section 2(b) hereof Escrow Agents shall have been exercised received at least the Requisite Funds on or before the second Business Day prior to the Closing Date) shall be made at 10:00 9:00 a.m., New York City time, on ______, 20212018, or at such time other time(s) on such later date at least two Business Days after other date(s), not more than thirty (30) days thereafter, as may be agreed upon by the foregoing date as Company and the Representative shall designate(each such date, which date and time may be postponed by agreement between the Representative and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the a “Closing Date”). Delivery , Bryn Mawr Trust Company of Delaware will release the balance of their escrow account to FinTech Clearing, LLC who will release the balance of the Securities shall be made to the Representative Escrow Accounts for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representative of the purchase price thereof by wire transfer payable in same-day funds to an account specified collection by the Company and the Representative as provided in the escrow agreement among the Company, the Representative and FinTech Clearing, LLC and the escrow agreement among the Company, the Representative, SI Securities, LLC and The Bryn Mawr Trust Company of Delaware (each an “Escrow Agreement”, collectively, the “Escrow Agreements”) and the Company shall deliver the Shares purchased on such Closing Date to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall Investors, which delivery may be made through the facilities of The the Depository Trust Company (“DTC”) unless or via book entry with the Company’s securities registrar and transfer agent, Computershare (the “Transfer Agent”). The initial closing (the “Initial Closing”) and any subsequent closing (each, a “Subsequent Closing”) shall take place at the office of the Representative shall otherwise instruct. (b) Payment for the Underwritten Securities shall be made as follows: $294,000,000 of the proceeds received by the Company for the Underwritten Securities, including $8,750,000 of the Deferred Discount, shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with or such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative of the Underwritten Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations other location as the Representative may request in writing and the Company shall mutually agree. The Initial Closing and all Subsequent Closings shall each be referred to as a “Closing.” All actions taken at least two Business Days a Closing shall be deemed to have occurred simultaneously on the date of such Closing. ii. If the Requisite Funds have not been received immediately prior to the initial Closing Date. If delivery is not made through the facilities of DTC, the Company Offering will permit not proceed and the Representative to examine and package Escrow Agents will promptly return the Underwritten Securities for delivery, at least one Business Day prior funds to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representative for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the Closing Dateinvestors without interest. (c) Payment for the Option Securities shall be made as follows: $9.80 per Option Security (including any Deferred Discount attributable to the Option Securities), shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative of the Option Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Option Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representative for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the applicable settlement date. (d) If the option provided for in Section 2(b) hereof is exercised after the second Business Day prior to the On each Closing Date, the Company will deliver the Option Securities (at the expense of the Company) issue to the Representative, at c/o Citigroup Global Markets Inc., at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ the date specified by the Representative (which and/or its designee(s)) the Underwriters Warrants. The Underwriter Warrants shall be within three Business Days after have an exercise of said optionprice per share equal to one hundred twenty percent (120%) for the respective accounts of the several Underwritersprice per Share as shown on the cover page of the Final Offering Circular. The Underwriter Warrants will be exercisable for a term of five years beginning on the Qualification Date (as defined below). The Representative understands and agrees that there are significant restrictions pursuant to Financial Industry Regulatory Authority (“FINRA”) Rule 5110 against transferring the Underwriter Warrants and the underlying shares of Common Stock during the one hundred eighty (180) days after the Qualification Date and by its acceptance thereof shall agree that it will not sell, against payment by transfer, assign, pledge or hypothecate the several Underwriters through Underwriter Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Qualification Date to anyone other than (i) the Representative or selected dealer in connection with the Offering contemplated hereby or (ii) a bona fide officer or partner of the purchase price thereof Representative or selected dealer; and only if any such transferee agrees to the Trust Account as described above in Section 3(c). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representative on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereofforegoing lock-up restrictions.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the second Business Day prior to the Closing Date) shall be made at 10:00 a.m., New York City time, on [●], 2021, or at such time on such later date at least two Business Days after the foregoing date as the Representative Representatives shall designate, which date and time may be postponed by agreement between the Representative Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representative Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representative Representatives of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative Representatives shall otherwise instruct. (b) Payment for the Underwritten Securities shall be made as follows: $294,000,000 196,000,000 of the proceeds received by the Company for the Underwritten Securities, including $8,750,000 7,000,000 of the Deferred Discount, shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative Representatives of the Underwritten Securities through the facilities of DTC or, if the Representative has Representatives have otherwise instructed, upon delivery to the Representative Representatives of certificates (in form and substance satisfactory to the RepresentativeRepresentatives) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representative Representatives may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative Representatives to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representative Representatives for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the Closing Date. (c) Payment for the Option Securities shall be made as follows: $9.80 per Option Security (including any Deferred Discount attributable to the Option Securities), ) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus Prospectus, upon delivery to the Representative Representatives of the Option Securities through the facilities of DTC or, if the Representative has Representatives have otherwise instructed, upon delivery to the Representative Representatives of certificates (in form and substance satisfactory to the RepresentativeRepresentatives) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representative Representatives may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative Representatives to examine and package the Option Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representative Representatives for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the applicable settlement dateOption Closing Date. (d) If the option provided for in Section 2(b) hereof is exercised after the second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the RepresentativeRepresentatives, at c/o Citigroup Global Markets Inc., at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ and c/▇ ▇▇▇▇▇▇▇▇▇ LLC, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, on the date specified by the Representative Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representative Representatives of the purchase price thereof to the Trust Account as described above in Section 3(c). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representative Representatives on the settlement date Option Closing Date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) 2 hereof shall have been exercised on or before the second third Business Day prior to the Closing Date) shall be made at 10:00 9:00 a.m., New York City time, on [●], 20212019, or at such time on such later date at least two not more than three Business Days after the foregoing date as the Representative shall designate, which date and time may be postponed by agreement between the Representative and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representative of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. (ba) Payment for the Underwritten Securities shall be made as follows: $294,000,000 196,000,000 of the net proceeds received by the Company for the Underwritten Securities, Securities (including $8,750,000 7,000,000 of the Deferred Discount, ) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants (the “Private Placement Portion”) in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative of the Underwritten Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representative for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the (i) payment by the Sponsor to the Trust Account Company for the Private Placement Warrants and (ii) deposit of the Private Placement Portion by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the Closing Date. (cb) Payment for the Option Securities shall be made as follows: $9.80 per Option Security (including any $0.35 per Option Security of Deferred Discount attributable to the Option Securities), Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative of the Option Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Option Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representative for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the (i) payment by the Sponsor to the Trust Account Company for the Private Placement Warrants and (ii) deposit of such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the Trust Account, together with the proceeds to be received pursuant to this clause (b), to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the applicable settlement date. (d) . If the option provided for in Section 2(b) 2 hereof is exercised after the second third Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representative, at c/o Citigroup Global Markets Inc., at 6▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ on the date specified by the Representative (which shall be within at least three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representative of the purchase price thereof to the Trust Account as described above in Section 3(c3(b). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representative on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) 2 hereof shall have been exercised on or before the second third Business Day prior to the Closing Date) shall be made at 10:00 a.m.[●] [a.m./p.m.], New York City time, on [●], 20212022, or at such time on such later date at least two not more than three Business Days after the foregoing date as the Representative Representatives shall designate, which date and time may be postponed by agreement between the Representative Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representative Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representative Representatives of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative Representatives shall otherwise instruct. (ba) Payment for the Underwritten Securities shall be made as follows: $294,000,000 525,000,000 of the net proceeds received by the Company for the Underwritten Securities, Securities (including $8,750,000 $ 18,375,000 of the Deferred Discount, ) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering Public Offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative Representatives of the Underwritten Securities through the facilities of DTC or, if the Representative has Representatives have otherwise instructed, upon delivery to the Representative Representatives of certificates (in form and substance satisfactory to the RepresentativeRepresentatives) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representative Representatives may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative Representatives to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representative Representatives for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the Closing Date. (cb) Payment for the Option Securities shall be made as follows: $9.80 per Option Security (including any $0.35 per Option Security of Deferred Discount attributable to the Option Securities), Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative Representatives of the Option Securities through the facilities of DTC or, if the Representative has Representatives have otherwise instructed, upon delivery to the Representative Representatives of certificates (in form and substance satisfactory to the RepresentativeRepresentatives) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representative Representatives may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative Representatives to examine and package the Option Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representative Representatives for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the applicable settlement date. (d) If the option provided for in Section 2(b) 2 hereof is exercised after the second third Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the RepresentativeRepresentatives, at c/o Citigroup Global Markets Inc., at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇, ▇▇▇▇ on the date specified by the Representative Representatives (which shall be within three at least two Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representative Representatives of the purchase price thereof to the Trust Account as described above in Section 3(c3(b). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representative Representatives on the settlement date for the Option SecuritiesSecurities (such date, the “Option Closing Date”), and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, negative assurance letters, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) 2 hereof shall have been exercised on or before the second third Business Day prior to the Closing Date) shall be made at 10:00 9:00 a.m., New York City time, on November [•], 20212019, or at such time on such later date at least two not more than three Business Days after the foregoing date as the Representative shall designate, which date and time may be postponed by agreement between the Representative and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representative of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. (ba) Payment for the Underwritten Securities shall be made as follows: $294,000,000 of the net proceeds received by the Company for the Underwritten Securities, Securities (including $8,750,000 10,500,000 of the Deferred Discount, ) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants (the “Private Placement Portion”) in order for the Trust Account to equal the product of the number of Units sold and the public offering Public Offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative of the Underwritten Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representative for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the (i) payment by the Sponsor to the Trust Account Company for the Private Placement Warrants and (ii) deposit of the Private Placement Portion by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the Closing Date. (cb) Payment for the Option Securities shall be made as follows: $9.80 per Option Security (including any $0.35 per Option Security of Deferred Discount attributable to the Option Securities), Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative of the Option Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Option Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representative for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the applicable settlement date. (d) If the option provided for in Section 2(b) 2 hereof is exercised after the second third Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representative, at c/o Citigroup Global Markets Inc., at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ on the date specified by the Representative (which shall be within at least three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representative of the purchase price thereof to the Trust Account as described above in Section 3(c3(b). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representative on the settlement date Additional Closing Date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the second Business Day prior to the Closing Date) shall be made at 10:00 a.m., New York City time, on [●], 20212020, or at such time on such later date at least two not more than three Business Days after the foregoing date as the Representative Representatives shall designate, which date and time may be postponed by agreement between the Representative Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representative Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representative Representatives of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative Representatives shall otherwise instruct. (ba) Payment for the Underwritten Securities shall be made as follows: $294,000,000 of the net proceeds received by the Company for the Underwritten Securities, Securities (including $8,750,000 10,500,000 of the Deferred Discount, ) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering Public Offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative Representatives of the Underwritten Securities through the facilities of DTC or, if the Representative has Representatives have otherwise instructed, upon delivery to the Representative Representatives of certificates (in form and substance satisfactory to the RepresentativeRepresentatives) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representative Representatives may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative Representatives to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representative Representatives for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the Closing Date. (cb) Payment for the Option Securities shall be made as follows: $9.80 per Option Security (including any $0.35 per Option Security of Deferred Discount attributable to the Option Securities), Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative Representatives of the Option Securities through the facilities of DTC or, if the Representative has Representatives have otherwise instructed, upon delivery to the Representative Representatives of certificates (in form and substance satisfactory to the RepresentativeRepresentatives) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representative Representatives may request in writing at least two Business Days prior to the Closing Dateapplicable settlement date. If delivery is not made through the facilities of DTC, the Company will permit the Representative Representatives to examine and package the Option Securities for delivery, at least one Business Day prior to the Closing Dateapplicable settlement date. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representative Representatives for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the applicable settlement date. (d) If the option provided for in Section 2(b) hereof is exercised after the second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the RepresentativeRepresentatives, at c/o Citigroup Global Markets Inc., at ▇▇▇ ▇▇▇▇▇60 ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ on the date specified by the Representative Representatives (which shall be within at least three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representative Representatives of the purchase price thereof to the Trust Account as described above in Section 3(c3(b). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representative Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Firm Securities and the Option Securities (if the option provided for in Section 2(b) 2 hereof shall have been exercised on or before the second (2nd) Business Day prior to the Closing Date) shall be made at 10:00 9:00 a.m., New York City time, on [•], 2021, or at such time on such later date at least two not more than three (3) Business Days after the foregoing date as the Representative Guggenheim Securities shall designate, which date and time may be postponed by agreement between the Representative Guggenheim Securities and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representative Guggenheim Securities for the respective accounts account of the several Underwriters Guggenheim Securities against payment by the several Underwriters through the Representative Guggenheim Securities of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Firm Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative Guggenheim Securities shall otherwise instruct. (b) Payment for the Underwritten Firm Securities shall be made on the Closing Date as follows: $294,000,000 [•] of the net proceeds received by the Company for the Underwritten Securities, Firm Securities (including $8,750,000 7,000,000 of Deferred Discount (as defined below) attributable to the Deferred Discount, Firm Securities) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative Guggenheim Securities of the Underwritten Firm Securities through the facilities of DTC or, if the Representative Guggenheim Securities has otherwise instructed, upon delivery to the Representative Guggenheim Securities of certificates (in form and substance satisfactory to the RepresentativeGuggenheim Securities) representing the Underwritten Firm Securities, in each case for the account of the UnderwritersGuggenheim Securities. The Underwritten Firm Securities shall be registered in such name or names and in such authorized denominations as the Representative Guggenheim Securities may request in writing at least two (2) Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative Guggenheim Securities to examine and package the Underwritten Firm Securities for delivery, at least one (1) Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Firm Securities except upon tender of payment by the Representative Guggenheim Securities for all the Underwritten Firm Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at At least one (1) Business Day prior to the Closing Effective Date, the Company shall deposit the gross proceeds from the sale of the Private Placement Warrants into the Trust Account as provided by the terms of the Warrant Subscription Agreement. (c) Payment for the Option Securities on each settlement date shall be made as follows: $9.80 [•] per Option Security (including any $0.350 per Option Security of Deferred Discount attributable to the Option Securities), Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative Guggenheim Securities of the Option Securities through the facilities of DTC or, if the Representative Guggenheim Securities has otherwise instructed, upon delivery to the Representative Guggenheim Securities of certificates (in form and substance satisfactory to the RepresentativeGuggenheim Securities) representing the Option Securities (or through the facilities of DTC) for the account of the UnderwritersGuggenheim Securities. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representative Guggenheim Securities may request in writing at least two (2) Business Days prior to the Closing Datesettlement date of such Option Securities. If delivery is not made through the facilities of DTC, the Company will permit the Representative Guggenheim Securities to examine and package the Option Securities for delivery, at least one (1) Business Day prior to the Closing Datesettlement date of such Option Securities. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representative Guggenheim Securities for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at At least one (1) Business Day prior to each Option Securities settlement date, the Company shall deposit the gross proceeds from the sale of the applicable settlement datePrivate Placement Warrants into the Trust Account as provided by the terms of the Warrant Subscription Agreement. (d) If the option provided for in Section 2(b) 2 hereof is exercised after the second (2nd) Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the RepresentativeGuggenheim Securities, at c/o Citigroup Global Markets Inc.Guggenheim Securities, at LLC, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: ▇▇▇ ▇▇▇▇▇▇, on the date specified by the Representative Guggenheim Securities (which shall be within three at least two (2) Business Days after exercise of said option) for the respective accounts account of the several UnderwritersGuggenheim Securities, against payment by the several Underwriters through the Representative Guggenheim Securities of the purchase price thereof to the Trust Account as described above in Section 3(c3(b). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representative Guggenheim Securities on the settlement date for the such Option Securities, and the obligation of the Underwriters Guggenheim Securities to purchase the such Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof. (e) The Company, Guggenheim Securities and the QIU agree that, on the Closing Date, the QIU will be paid a fee of $100,000 from the total underwriting discount in consideration for its services and expenses incurred as a QIU, and that the QIU will receive no other compensation in the Offering.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) 2 hereof shall have been exercised on or before the second third Business Day prior to the Closing Date) shall be made at 10:00 9:00 a.m., New York City time, on [•], 20212020, or at such time on such later date at least two not more than three Business Days after the foregoing date as the Representative Representatives shall designate, which date and time may be postponed by agreement between the Representative Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representative Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representative Representatives of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative Representatives shall otherwise instruct. (ba) Payment for the Underwritten Securities shall be made as follows: $294,000,000 of the net proceeds received by the Company for the Underwritten Securities, Securities (including $8,750,000 10,500,000 of the Deferred Discount, ) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering Public Offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative Representatives of the Underwritten Securities through the facilities of DTC or, if the Representative has Representatives have otherwise instructed, upon delivery to the Representative Representatives of certificates (in form and substance satisfactory to the RepresentativeRepresentatives) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representative Representatives may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative Representatives to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representative Representatives for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the Closing Date. (cb) Payment for the Option Securities shall be made as follows: $9.80 per Option Security (including any $0.35 per Option Security of Deferred Discount attributable to the Option Securities), Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative Representatives of the Option Securities through the facilities of DTC or, if the Representative has Representatives have otherwise instructed, upon delivery to the Representative Representatives of certificates (in form and substance satisfactory to the RepresentativeRepresentatives) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representative Representatives may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative Representatives to examine and package the Option Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representative Representatives for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the applicable settlement date. (d) If the option provided for in Section 2(b) 2 hereof is exercised after the second third Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representative, at c/o Citigroup Global Markets Inc.Representatives, at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ on the date specified by the Representative Representatives (which shall be within at least three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representative Representatives of the purchase price thereof to the Trust Account as described above in Section 3(c3(b). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representative Representatives on the settlement date for the Option SecuritiesSecurities (such date, the “Option Closing Date”), and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, negative assurance letters, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery Within five Business Days of receipt of each Silver Payment, STB shall sell and payment for the Underwritten Securities and the Option Securities (if the option provided for deliver to SWC Refined Silver in Section 2(b) hereof shall have been exercised on or before the second Business Day prior an amount equal to the Closing Date) shall be made at 10:00 a.m.Payable Silver, New York City timecalculated in accordance with Section 3(a), on , 2021, or at contained in the delivery of Minerals to which each such time on such later date at least two Business Days after the foregoing date as the Representative shall designate, which date and time may be postponed by agreement between the Representative and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representative of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instructSilver Payment relates. (b) Payment for the Underwritten Securities STB shall sell and deliver to SWC all Refined Silver to be made as follows: $294,000,000 of the proceeds received by the Company for the Underwritten Securities, including $8,750,000 of the Deferred Discount, shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover delivered under this Agreement by way of the Prospectus upon delivery credit to the Representative of the Underwritten Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Underwritten Securities, in each case for the account of SWC to such metal account as SWC shall direct in writing (the Underwriters“SWC Account”). The Underwritten Securities Delivery shall be registered in such name or names and in such authorized denominations as deemed to have occurred at the Representative may request in writing at least two Business Days prior time Refined Silver is credited to the Closing Date. If delivery is not made through SWC Account (the facilities “Time of DTC, the Company will permit the Representative to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representative for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the Closing DateDelivery”). (c) Payment for Title to and risk of loss of each credit of Refined Silver shall pass from STB to SWC at the Option Securities shall be made as follows: $9.80 per Option Security (including any Deferred Discount attributable to the Option Securities), shall be deposited in the Trust Account pursuant to the terms Time of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative of the Option Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Option Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representative for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the applicable settlement dateDelivery. (d) If STB represents, warrants and covenants that, at each Time of Delivery: (i) it will be the option provided for in Section 2(b) hereof is exercised after legal and beneficial owner of the second Business Day prior Refined Silver delivered and credited to the Closing Datedesignated metal account of SWC; (ii) it will have good, the Company valid and marketable title to such Refined Silver; and (iii) such Refined Silver, will deliver the Option Securities be free and clear of all Encumbrances. (at the expense of the Companye) All costs and expenses pertaining to the Representative, at c/o Citigroup Global Markets Inc., at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ credit of Refined Silver to the date specified by the Representative (which SWC Account shall be within three Business Days after exercise borne by STB. (f) Concurrently with each credit of said optionRefined Silver to the SWC Account, STB shall deliver an invoice to SWC setting out: (i) for the respective accounts number of ounces of Refined Silver credited to the several Underwriters, against payment by the several Underwriters through the Representative account of SWC; and (ii) the purchase price thereof for such Refined Silver, as calculated in accordance with Section 7(g). (g) SWC shall pay to STB a purchase price for each ounce of Refined Silver sold and delivered by STB to SWC under this Agreement equal to the Trust Account as described above lesser of the Fixed Price and the Market Price, payable in cash. (h) Payment by SWC for each credit of Refined Silver shall be made promptly and in any event not later than five Business Days after: (i) credit of Refined Silver in the designated metal account of SWC; and (ii) receipt of the invoice referenced in Section 3(c7(f). If settlement . (i) Any Offtaker Charges shall at all times be for the Option Securities occurs after the Closing Date, the Company will deliver to the Representative on the settlement date for the Option Securities, and the obligation account of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereofSTB.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the second Business Day prior to the Closing Date) shall be made at 10:00 a.m., New York City time, on March 4, 2021, or at such time on such later date at least two Business Days after the foregoing date as the Representative shall designate, which date and time may be postponed by agreement between the Representative and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representative of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. (b) Payment for the Underwritten Securities shall be made as follows: $294,000,000 343,000,000 of the proceeds received by the Company for the Underwritten Securities, including $8,750,000 12,250,000 of the Deferred Discount, shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative of the Underwritten Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representative for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the Closing Date. (c) Payment for the Option Securities shall be made as follows: $9.80 per Option Security (including any Deferred Discount attributable to the Option Securities), shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative of the Option Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Option Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representative for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the applicable settlement date. (d) If the option provided for in Section 2(b) hereof is exercised after the second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representative, at c/o Citigroup Global Markets Inc., at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ the date specified by the Representative (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representative of the purchase price thereof to the Trust Account as described above in Section 3(c). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representative on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the second third Business Day prior to the Closing Date) shall be made at 10:00 a.m.AM, New York City time, on [·], 20212006, or at such time on such later date at least two not more than three Business Days after the foregoing date as the Representative shall designate, which date and time may be postponed by agreement between the Representative and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities Units being herein called the “Closing Date”). Delivery of the Securities Units shall be made to the Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representative of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instructCompany. (ba) Payment for the Underwritten Securities shall be made as follows: $294,000,000 [·] (or $[·] per Underwritten Security) of the proceeds received by the Company for the Underwritten Securities, including $8,750,000 of the Deferred Discount, Securities shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion and the remaining proceeds shall be paid to the order of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative of the Underwritten Securities through the facilities of DTC or, if the Representative has otherwise instructed, Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Underwritten Securities, in each case Securities (or through the facilities of the Depository Trust Company (the “DTC”) for the account of the Underwriters). The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the The Company will permit the Representative to examine and package the Underwritten Securities for delivery, at least one (1) Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representative for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the Closing Date. (cb) Payment for the Option Securities shall be made as follows: $9.80 7.60 per Option Security (including any Deferred Discount attributable to the Option Securities), shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative of the Option Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the RepresentativeUnderwriters) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The certificates representing the Option Securities shall to be delivered will be in such denominations and registered in such name or names and in such authorized denominations as the Representative may request in writing at least requests not less than two (2) Business Days prior to the Closing Date and will be made available to the Representative for inspection, checking and packaging not less than one (1) Business Day prior to such Closing Date. If delivery is not Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of DTC, the Company will permit DTC unless the Representative to examine and package the Option Securities for delivery, at least one Business Day prior to the Closing Dateshall otherwise instruct. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representative for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the applicable settlement date. (d) If the option provided for in Section 2(b) hereof is exercised after the second third Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representative, at c/o Citigroup Global Markets Inc., at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ the date specified by the Representative (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representative of the purchase price thereof to or upon the Trust Account as described above order of the Company by wire transfer payable in Section 3(c)same-day funds to an account specified by the Company. If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representative on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the second Business Day prior to the Closing Date) shall be made at 10:00 a.m., New York City time, on September 25, 20212020, or at such time on such later date at least two Business Days after the foregoing date as the Representative Underwriters shall designate, which date and time may be postponed by agreement between the Representative Underwriters and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representative Underwriters for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representative Underwriters of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative Underwriters shall otherwise instruct. (b) Payment for the Underwritten Securities shall be made as follows: $294,000,000 250,000,000 of the proceeds received by the Company for the Underwritten Securities, including $8,750,000 13,750,000 of the Deferred Discount, shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative Underwriters of the Underwritten Securities through the facilities of DTC or, if the Representative has Underwriters have otherwise instructed, upon delivery to the Representative Underwriters of certificates (in form and substance satisfactory to the RepresentativeUnderwriters) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representative Underwriters may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative Underwriters to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representative Underwriters for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the Closing Date. (c) Payment for the Option Securities shall be made as follows: $9.80 per Option Security (including any Deferred Discount attributable to the Option Securities), shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative Underwriters of the Option Securities through the facilities of DTC or, if the Representative has Underwriters have otherwise instructed, upon delivery to the Representative Underwriters of certificates (in form and substance satisfactory to the RepresentativeUnderwriters) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representative Underwriters may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative Underwriters to examine and package the Option Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representative Underwriters for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the applicable settlement date. (d) If the option provided for in Section 2(b) hereof is exercised after the second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the RepresentativeUnderwriters, at c/o Citigroup Global Markets Inc., at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ the date specified by the Representative Underwriters (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representative of the purchase price thereof to the Trust Account as described above in Section 3(c). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representative Underwriters on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the second Business Day prior to the Closing Date) shall be made at 10:00 a.m., New York City time, on August 18, 20212020, or at such time on such later date at least two Business Days after the foregoing date as the Representative Representatives shall designate, which date and time may be postponed by agreement between the Representative Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representative Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representative Representatives of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative Representatives shall otherwise instruct. (b) Payment for the Underwritten Securities shall be made as follows: $294,000,000 588,000,000 of the proceeds received by the Company for the Underwritten Securities, including $8,750,000 21,000,000 of the Deferred Discount, shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative Representatives of the Underwritten Securities through the facilities of DTC or, if the Representative has Representatives have otherwise instructed, upon delivery to the Representative Representatives of certificates (in form and substance satisfactory to the RepresentativeRepresentatives) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representative Representatives may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative Representatives to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representative Representatives for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the Closing Date. (c) Payment for the Option Securities shall be made as follows: $9.80 per Option Security (including any Deferred Discount attributable to the Option Securities), shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative Representatives of the Option Securities through the facilities of DTC or, if the Representative has Representatives have otherwise instructed, upon delivery to the Representative Representatives of certificates (in form and substance satisfactory to the RepresentativeRepresentatives) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representative Representatives may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative Representatives to examine and package the Option Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representative Representatives for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the applicable settlement date. (d) If the option provided for in Section 2(b) hereof is exercised after the second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the RepresentativeRepresentatives, at c/o Citigroup Global Markets Inc., at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ the date specified by the Representative Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representative Representatives of the purchase price thereof to the Trust Account as described above in Section 3(c). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representative Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) 2 hereof shall have been exercised on or before the second Business Day prior to the Closing Date) shall be made at 10:00 a.m., New York City time, on December 2, 20212020, or at such time on such later date at least not more than two Business Days after the foregoing date as the Representative shall designate, which date and time may be postponed by agreement between the Representative and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representative of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. (b) Payment for the Underwritten Securities shall be made as follows: $294,000,000 126,250,000 of the proceeds received by the Company for the Underwritten Securities, Securities (including $8,750,000 4,375,000 of the Deferred Discount, ) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants (the “Private Placement Portion”) in order for the Trust Account to equal the product of (i) the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus (ii) $10.10, upon delivery to the Representative of the Underwritten Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representative for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the Closing Date. (c) Payment for the Option Securities shall be made as follows: $9.80 per Option Security (including any $0.35 per Option Security of Deferred Discount attributable to the Option Securities), Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative of the Option Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Option Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representative for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the applicable settlement date. (d) If the option provided for in Section 2(b) 2 hereof is exercised after the second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representative, at c/o Citigroup Global Markets Inc.in the same manner as the delivery of the Underwritten Securities, at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ on the date specified by the Representative (which shall be within three at least two Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representative of the purchase price thereof to the Trust Account as described above in Section 3(c3(b). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representative on the settlement date Additional Closing Date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) 2 hereof shall have been exercised on or before the second third Business Day prior to the Closing Date) shall be made at 10:00 9:00 a.m., New York City time, on [●], 2021, or at such time on such later date at least two not more than three Business Days after the foregoing date as the Representative shall designate, which date and time may be postponed by agreement between the Representative and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representative of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. (ba) Payment for the Underwritten Securities shall be made as follows: $294,000,000 343,000,000 of the net proceeds received by the Company for the Underwritten Securities, Securities (including $8,750,000 12,250,000 of the Deferred Discount, ) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along which, together with such portion of the gross proceeds from the sale of the Private Placement Warrants deposited in order for the Trust Account to equal (the “Private Placement Portion”), shall result in the Trust Account equaling the product of (A) the number of Units sold and (B) the sum of (x) the public offering price per Unit as set forth on the cover of the Prospectus and (y) $0.20 per Unit, upon delivery to the Representative of the Underwritten Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representative for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the (i) payment by the Sponsor Sponsors to the Trust Account Company for the Private Placement Warrants and (ii) deposit of the Private Placement Portion by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the Closing Date. (cb) Payment for the Option Securities shall be made as follows: $9.80 per Option Security (including any $0.35 per Option Security of Deferred Discount attributable to the Option Securities), Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative of the Option Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Option Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representative for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the (i) payment by the Sponsor Sponsors to the Trust Account Company for the Private Placement Warrants and (ii) deposit of such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the Trust Account, together with the proceeds to be received pursuant to this clause (b), to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the applicable settlement date. (d) . If the option provided for in Section 2(b) 2 hereof is exercised after the second third Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representative, at c/o Citigroup Global Markets Inc., at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ on the date specified by the Representative (which shall be within at least three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representative of the purchase price thereof to the Trust Account as described above in Section 3(c3(b). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representative on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof. (c) Concurrently with the payment for the Underwritten Securities, the Underwriters shall reimburse the Company an aggregate amount of $500,000 for application towards offering expenses.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the second Business Day prior to the Closing Date) shall be made at 10:00 a.m., New York City time, on , 2021, or at such time on such later date at least two Business Days after the foregoing date as the Representative shall designate, which date and time may be postponed by agreement between the Representative and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery Payment of the full purchase price of the Preferred Securities shall be made by or on behalf of the several Underwriters by the wire transfer of immediately available funds to the Representative Trust's account (No. ) at The Chase Manhattan Bank (ABA Routing No. ) Reference: PP&L Capital Trust II by 10:00 A.M., New York Time, on the Closing Date (as hereinafter defined). Such payment shall be made against delivery to The Depository Trust Company ("DTC") for the respective accounts of the several Underwriters against payment of a global certificate for the Preferred Securities to be purchased by them. Certificates for the several Underwriters through the Representative of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Preferred Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. (b) Payment for the Underwritten Securities shall be made as follows: $294,000,000 of the proceeds received by the Company for the Underwritten Securities, including $8,750,000 of the Deferred Discount, shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold denominations and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative of the Underwritten Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representative ▇▇▇▇▇▇▇ ▇▇▇▇▇ may request in writing at least two Business Days prior to business days before the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Underwritten Securities for delivery, at least one Business Day prior or to the Closing Date. The Company shall extent not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representative for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the Closing Date. (c) Payment for the Option Securities shall be made as follows: $9.80 per Option Security (including any Deferred Discount attributable to the Option Securities)so requested, shall be deposited registered in the Trust Account pursuant to the terms names of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative of the Option Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names and several Underwriters in such authorized denominations as the Representative Offerors may request in writing at least two Business Days prior to the Closing Datedetermine. If delivery It is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Option Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representative for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the applicable settlement date. (d) If the option provided for in Section 2(b) hereof is exercised after the second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representative, at c/o Citigroup Global Markets Inc., at ▇▇▇ ▇▇understood that each Underwriter has authorized ▇▇▇▇▇▇▇ ▇▇▇▇▇, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Preferred Securities which it has agreed to purchase. ▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ the date specified by the Representative (which shall be within three Business Days after exercise of said option) for the respective accounts individually and not as representative of the several Underwriters, against may (but shall not be obligated to) make payment by the several Underwriters through the Representative of the purchase price thereof to the Trust Account as described above in Section 3(c). If settlement for the Option Preferred Securities occurs after to be purchased by any Underwriter whose wire transfer has not been received by the Closing Date, but such payment shall not relieve such Underwriter from its obligations hereunder. At the Closing Date, the Company will deliver pay, or cause to be paid, the commission payable at such time to the Representative Underwriters set forth in Schedule B hereto by the wire transfer of immediately available funds to the account of ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (No. )at The Chase Manhattan Bank (ABA Routing No. ) Reference: PP&L Capital Trust II (No. ). For the purpose of expediting the checking and packaging of the certificates evidencing the Preferred Securities, the Offerors will make the global certificate for the Preferred Securities available for inspection by the Underwriters at the offices of The Chase Manhattan Bank not later than 10:00 A.M., New York time, on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on business day next preceding the Closing Date pursuant to Section 6 hereofDate.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) 2 hereof shall have been exercised on or before the second third Business Day prior to the Closing Date) shall be made at 10:00 9:00 a.m., New York City time, on September [•], 20212020, or at such time on such later date at least two not more than three Business Days after the foregoing date as the Representative Representatives shall designate, which date and time may be postponed by agreement between the Representative Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representative Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representative Representatives of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative Representatives shall otherwise instruct. (ba) Payment for the Underwritten Securities shall be made as follows: $294,000,000 220,500,000 of the net proceeds received by the Company for the Underwritten Securities, Securities (including $8,750,000 7,875,000 of the Deferred Discount, ) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering Public Offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative Representatives of the Underwritten Securities through the facilities of DTC or, if the Representative has Representatives have otherwise instructed, upon delivery to the Representative Representatives of certificates (in form and substance satisfactory to the RepresentativeRepresentatives) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representative Representatives may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative Representatives to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representative Representatives for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the Closing Date. (cb) Payment for the Option Securities shall be made as follows: $9.80 per Option Security (including any $0.35 per Option Security of Deferred Discount attributable to the Option Securities), Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative Representatives of the Option Securities through the facilities of DTC or, if the Representative has Representatives have otherwise instructed, upon delivery to the Representative Representatives of certificates (in form and substance satisfactory to the RepresentativeRepresentatives) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representative Representatives may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative Representatives to examine and package the Option Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representative Representatives for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the applicable settlement date. (d) If the option provided for in Section 2(b) 2 hereof is exercised after the second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representative, at c/o Citigroup Global Markets Deutsche Bank Securities Inc., at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ on the date specified by the Representative Representatives (which shall be within three at least two Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representative Representatives of the purchase price thereof to the Trust Account as described above in Section 3(c3(b). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representative Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) 2 hereof shall have been exercised on or before the second third Business Day prior to the Closing Date) shall be made at 10:00 9:00 a.m., New York City time, on September 21, 20212020, or at such time on such later date at least two not more than three Business Days after the foregoing date as the Representative Representatives shall designate, which date and time may be postponed by agreement between the Representative Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representative Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representative Representatives of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative Representatives shall otherwise instruct. (ba) Payment for the Underwritten Securities shall be made as follows: $294,000,000 220,500,000 of the net proceeds received by the Company for the Underwritten Securities, Securities (including $8,750,000 7,875,000 of the Deferred Discount, ) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering Public Offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative Representatives of the Underwritten Securities through the facilities of DTC or, if the Representative has Representatives have otherwise instructed, upon delivery to the Representative Representatives of certificates (in form and substance satisfactory to the RepresentativeRepresentatives) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representative Representatives may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative Representatives to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representative Representatives for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the Closing Date. (cb) Payment for the Option Securities shall be made as follows: $9.80 per Option Security (including any $0.35 per Option Security of Deferred Discount attributable to the Option Securities), Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative Representatives of the Option Securities through the facilities of DTC or, if the Representative has Representatives have otherwise instructed, upon delivery to the Representative Representatives of certificates (in form and substance satisfactory to the RepresentativeRepresentatives) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representative Representatives may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative Representatives to examine and package the Option Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representative Representatives for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the applicable settlement date. (d) If the option provided for in Section 2(b) 2 hereof is exercised after the second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representative, at c/o Citigroup Global Markets Deutsche Bank Securities Inc., at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ on the date specified by the Representative Representatives (which shall be within three at least two Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representative Representatives of the purchase price thereof to the Trust Account as described above in Section 3(c3(b). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representative Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery On the basis of the representations, warranties and payment agreements of the Company herein contained, and subject to the terms and conditions set forth in this Agreement: 2.1 The Company has authorized and hereby acknowledges that the Placement Agent has acted as its exclusive agent to solicit offers for the Underwritten purchase of all or part of the Securities and from the Option Company in connection with the proposed offering of the Securities (if the option provided for “Offering”). Until the Closing Date (as defined in Section 2(b4 hereof), the Company shall not, without the prior written consent of the Placement Agent, solicit or accept offers to purchase any Securities otherwise than through the Placement Agent. The Placement Agent may utilize the expertise of Lazard Frères & Co. LLC in connection with the Placement Agent’s activities. 2.2 The Company hereby acknowledges that the Placement Agent, as agent of the Company, used its reasonable best efforts to solicit offers to purchase the Securities from the Company on the terms and subject to the conditions set forth in the Prospectus (as defined below). The Placement Agent shall use reasonable best efforts to assist the Company in obtaining performance by the Purchasers whose offer to purchase the Securities was solicited by the Placement Agent and accepted by the Company, but the Placement Agent shall not, except as otherwise provided in this Agreement, be obligated to disclose the identity of any potential purchaser or have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will the Placement Agent be obligated to underwrite or purchase any Securities for its own account and, in soliciting purchases any Securities, the Placement Agent acted solely as the Company’s agent and not as principal. Notwithstanding the foregoing and except as otherwise provided in Section 2.3, it is understood and agreed that the Placement Agent (or its affiliates) hereof shall have been exercised may, solely at its discretion and without any obligation to do so, purchase Securities as principal. Following the Closing of the sale of the Securities on or before the second Business Day prior to the Closing Date) , the Placement Agent shall be made at 10:00 a.m.have no further obligations to the Company, New York City time, on , 2021, or at such time on such later date at least two Business Days after the foregoing date as the Representative shall designate, which date and time may be postponed by agreement between the Representative and the Company or except as provided in Section 9 hereof (such date 8 and time Section 13 hereof. 2.3 Subject to the provisions of delivery and payment this Section 2, offers for the purchase of Securities were solicited by the Placement Agent as agent for the Company at such times and in such amounts as the Placement Agent deemed advisable. The Placement Agent communicated to the Company, orally or in writing, each reasonable offer to purchase Securities received by it as agent of the Company. The Company shall have the sole right to accept offers to purchase the Securities and may reject any such offer, in whole or in part. The Placement Agent has the right, in its discretion reasonably exercised, without notice to the Company, to reject any offer to purchase any Securities received by it, in whole or in part, and any such rejection shall not be deemed a breach of this Agreement. 2.4 The Securities are being herein called sold to the “Closing Date”Purchasers at a price of $1.30 per Share and $0.01 per Warrant (for a total effective price per share of $1.30 at Closing). Delivery The purchases of the Securities by the Purchasers shall be made evidenced by the execution of a Subscription Agreement by each of the Purchasers and the Company. 2.5 As compensation for services rendered, on the Closing Date (as defined in Section 4 hereof), the Company shall pay to the Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representative of the purchase price thereof Placement Agent by wire transfer payable in same-day of immediately available funds to an account specified or accounts designated by the Company and Placement Agent, an aggregate amount (the “Placement Fee”) equal to the Trust Account as described below in this Section 3. Delivery six percent (6.0%) of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. (b) Payment for the Underwritten Securities shall be made as follows: $294,000,000 of the gross proceeds received by the Company for from the Underwritten Securities, including $8,750,000 sale of the Deferred Discount, shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Shares and Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative of the Underwritten Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representative for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the Closing Date. (c) Payment for 2.6 No Securities which the Option Securities Company has agreed to sell pursuant to this Agreement and the Subscription Agreement shall be made as follows: $9.80 per Option Security (including any Deferred Discount attributable deemed to have been purchased and paid for, or sold by the Company, until such Shares and Warrants shall have been delivered to the Option Securities), Purchasers thereof against payment by such Purchaser. If the Company shall be deposited default in the Trust Account pursuant its obligations to deliver any Securities to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative of the Option Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTCPurchasers, the Company will permit shall indemnify and hold the Representative to examine and package Placement Agent harmless against any loss, claim, damage or expense arising from or as a result of such default by the Option Securities for deliveryCompany in accordance with the procedures set forth in Section 8(c) herein. If the Purchasers shall default in any of their obligations under the Subscription Agreement, at least one Business Day prior the Placement Agent shall have no liability of any kind to the Closing Date. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representative for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the applicable settlement date. (d) If the option provided for in Section 2(b) hereof is exercised after the second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of and the Company) to the Representative, at c/o Citigroup Global Markets Inc., at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ the date specified by the Representative (which ’s sole recourse shall be within three Business Days after exercise of said option) for against the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representative of the purchase price thereof to the Trust Account as described above in Section 3(cPurchaser(s). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representative on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Debt Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the second Business Day prior to the Closing Date) shall be made at 10:00 9:30 a.m., New York City time, on November 19, 2021, or at such time on such later date at least two Business Days after the foregoing date as the Representative shall designate, which date and time may be postponed by agreement between the Representative and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representative of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. (b) Payment for the Underwritten Securities shall be made as follows: $294,000,000 of the proceeds received by the Company for the Underwritten Securities, including $8,750,000 of the Deferred Discount, shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative of the Underwritten Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Underwritten Securities for delivery2008, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender offices of payment by the Representative for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the Closing Date. (c) Payment for the Option Securities shall be made as follows: $9.80 per Option Security (including any Deferred Discount attributable to the Option Securities)▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative of the Option Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Option Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representative for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the applicable settlement date. (d) If the option provided for in Section 2(b) hereof is exercised after the second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representative, at c/o Citigroup Global Markets Inc., at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇, ▇▇▇▇ (the “Closing Location”), which date specified and time may be postponed by agreement between the Representative and the Company (which such date and time being herein called the “Closing Date”). Delivery of the Debt Securities shall be within three Business Days after exercise of said option) made to the Representative for the respective accounts of the several Underwriters, Underwriters against payment by the several Underwriters through the Representative of the purchase price thereof to or upon the Trust Account order of the Company in federal (same day) funds. The Debt Securities will be delivered in definitive registered form except that, if for any reason the Company is unable to deliver the Debt Securities in definitive form, the Company reserves the right, as described above provided in Section 3(c)the Indenture, to make delivery in temporary form. If settlement Any Debt Securities delivered in temporary form will be exchangeable without charge for Debt Securities in definitive form. The Debt Securities will be registered in the Option name of Cede & Co., as nominee of DTC and deposited by or on behalf of the Company with DTC or its designated custodian. The Debt Securities occurs after will be made available to the Representative for checking in New York, New York, not later than 2:00 p.m., New York City time, on the business day preceding the Closing Date, the Company will deliver . The documents to the Representative on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date on behalf of the parties hereto pursuant to Section 6 7 hereof, including the cross-receipt for the Debt Securities and any additional documents requested by the Underwriters, will be delivered at the Closing Location, and the Debt Securities will be delivered at the office of DTC or its designated custodian, all at the Closing Date. A meeting will be held at the Closing Location at 4:00 p.m., New York City time, on the New York Business Day next preceding the Closing Date, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. For the purposes of this Section 3, “New York Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York City are generally authorized or obligated by law or executive order to close.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the second Business Day prior to the Closing Date) shall be made at 10:00 a.m., New York City time, on [●], 2021, or at such time on such later date at least two not more than three Business Days after the foregoing date as the Representative Representatives shall designate, which date and time may be postponed by agreement between the Representative Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representative Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representative Representatives of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative Representatives shall otherwise instruct. (ba) Payment for the Underwritten Securities shall be made as follows: $294,000,000 196,000,000 of the net proceeds received by the Company for the Underwritten Securities, Securities (including $8,750,000 7,000,000 of the Deferred Discount, ) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering Public Offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative Representatives of the Underwritten Securities through the facilities of DTC or, if the Representative has Representatives have otherwise instructed, upon delivery to the Representative Representatives of certificates (in form and substance satisfactory to the RepresentativeRepresentatives) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representative Representatives may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative Representatives to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representative Representatives for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the Closing Date. (cb) Payment for the Option Securities shall be made as follows: $9.80 per Option Security (including any $0.35 per Option Security of Deferred Discount attributable to the Option Securities), Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative Representatives of the Option Securities through the facilities of DTC or, if the Representative has Representatives have otherwise instructed, upon delivery to the Representative Representatives of certificates (in form and substance satisfactory to the RepresentativeRepresentatives) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representative Representatives may request in writing at least two Business Days prior to the Closing Dateapplicable settlement date. If delivery is not made through the facilities of DTC, the Company will permit the Representative Representatives to examine and package the Option Securities for delivery, at least one Business Day prior to the Closing Dateapplicable settlement date. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representative Representatives for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the applicable settlement date. (d) If the option provided for in Section 2(b) hereof is exercised after the second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the RepresentativeRepresentatives, at c/o Citigroup Global Markets Inc.RBC Capital Markets, at ▇LLC, 2▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇8th Floor, ▇▇▇ ▇▇▇▇New York, ▇▇ New York 10281, on the date specified by the Representative Representatives (which shall be within at least three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representative Representatives of the purchase price thereof therefor to the Trust Account as described above in Section 3(c3(b). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representative Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (i) At the Initial Closing and at all closings subsequent to the Initial Closing, including the final closing (the “Final Closing”) of the Offering (each a “Subsequent Closing,” and collectively, “Subsequent Closings,” with each of the Initial Closing, the Final Closing and each Subsequent Closing being a “Closing” and, collectively, the “Closings”), the Company shall pay to the Placement Agent and its legal counsel in immediately available funds by wire transfer pursuant to wiring instructions provided by such persons, directly from the escrow account (the “Escrow Account”), established pursuant to an escrow agreement by and among Signature Bank, the escrow agent for the Offering (the “Escrow Agent”), the Company and the Placement Agent, which escrow agreement shall be on terms and conditions reasonably satisfactory to the Placement Agent including, but not limited to, the requirement that no funds may be disbursed from the Escrow Account without the express written consent of the Company and the Placement Agent (the “Escrow Agreement”), based upon the aggregate dollar amount of Shares sold in each such particular Closing the following: (x) to the Placement Agent (a) Delivery of the Placement Fee, and payment for the Underwritten Securities and the Option Securities (if the option b) all Placement Agent expenses provided for in Section 2(bherein (not previously paid and/or reimbursed by the Company), and (y) hereof shall have been exercised on or before the second Business Day prior to legal counsel to the Placement Agent, the remaining legal fees and documented costs and expenses (not previously paid and/or reimbursed by the Company) of legal counsel to the Placement Agent at the Initial Closing. For the purposes of this Agreement, the date that each Closing Date) occurs shall be made at 10:00 a.m., New York City time, on , 2021, or at such time on such later date at least two Business Days after the foregoing date as the Representative shall designate, which date and time may be postponed by agreement between the Representative and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the a “Closing Date.” (ii) Each Investor shall subscribe for the Shares by completing and executing a Subscription Agreement in the form of Exhibit A attached hereto and any other required documentation as set forth in the Registration Statement and by delivering the completed and executed Subscription Agreement, along with payment, to the Escrow Agent, in accordance with the written instructions provided to the Placement Agent. In the event that the Placement Agent receives any Subscription Agreement or payment in the form of a check, the Placement Agent shall, within two (2) Business Days (as defined below). Delivery , transmit the Subscription Agreement and/or payment to the Escrow Agent. (iii) The Shares to be purchased by each Investor at each Closing shall be in definitive form and registered in such names as the Investors may request, shall be delivered on behalf of the Securities shall be made Company to the Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representative of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made Investors through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. (b) Payment for the Underwritten Securities shall be made as follows: $294,000,000 of the proceeds received or a custodian designated by the Company for the Underwritten Securities, including $8,750,000 of the Deferred Discount, shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative of the Underwritten Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Underwritten Securities, in each case for the account of the Underwriterseach Investor. The Underwritten Securities delivery and payment shall be registered in 10:00 a.m., New York City time, on each Closing Date or such name or names and in such authorized denominations other time as the Representative Placement Agent and the Company may request agree upon in writing at least two Business Days prior writing. The net proceeds to be delivered to the Company on each Closing Date. If delivery is not Date will be made through against receipt of the facilities of DTC, the Company will permit the Representative Shares required to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representative for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent issued on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the each Closing Date. (civ) Payment for the Option Securities shall Each Closing will occur and all documents to be made as follows: $9.80 per Option Security (including any Deferred Discount attributable to the Option Securities), shall be deposited in the Trust Account pursuant to the terms delivered at each Closing by or on behalf of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative of the Option Securities through the facilities of DTC orparties hereto, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall will be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Option Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representative for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the applicable settlement date. (d) If the option provided for in Section 2(b) hereof is exercised after the second Business Day prior to the Closing Date, the Company will deliver the Option Securities (delivered at the expense of the Company) to the Representative, at c/o Citigroup Global Markets Inc., at offices Gusrae ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ PLLC, counsel to the Placement Agent, at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇ or at such other place as the date specified by Company and Placement Agent may agree (the Representative (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representative of the purchase price thereof to the Trust Account as described above in Section 3(c“Closing Location”). If settlement for A meeting will be held at the Option Securities occurs after Closing Location at 3:00 p.m., New York City time, on the Business Day next preceding the Closing Date, at which meeting the Company will deliver to the Representative on the settlement date for the Option Securities, and the obligation final drafts of the Underwriters documents to purchase be delivered pursuant hereto will be available for review by the Option Securities parties hereto, including, but not limited to, all stock certificates representing Shares to be sold at the particular Closing, which Shares shall be conditioned upon receipt offree from all restrictive and /or other legends. All actions taken at each Closing shall be deemed to have occurred simultaneously. For the purposes of this Section 2, supplemental opinions“Business Day” shall mean each Monday, certificates Tuesday, Wednesday, Thursday and letters confirming as of such date the opinionsFriday which is not a day on which banking institutions in New York are generally authorized or obligated by law or executive order to close. ▇▇▇▇▇▇▇▇▇ Securities Corporation July 8, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.2015

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the second Business Day prior to the Closing Date) shall be made at 10:00 a.m.[●], New York City time, on [●], 20212020, or at such time on such later date at least two Business Days after the foregoing date as the Representative Representatives shall designate, which date and time may be postponed by agreement between the Representative Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representative Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representative Representatives of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative Representatives shall otherwise instruct. (b) Payment for the Underwritten Securities shall be made as follows: $294,000,000 245,000,000 of the proceeds received by the Company for the Underwritten Securities, including $8,750,000 of the Deferred Discount, shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative Representatives of the Underwritten Securities through the facilities of DTC or, if the Representative has Representatives have otherwise instructed, upon delivery to the Representative Representatives of certificates (in form and substance satisfactory to the RepresentativeRepresentatives) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representative Representatives may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative Representatives to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representative Representatives for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the Closing Date. (c) Payment for the Option Securities shall be made as follows: $9.80 per Option Security (including any Deferred Discount attributable to the Option Securities), shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative Representatives of the Option Securities through the facilities of DTC or, if the Representative has Representatives have otherwise instructed, upon delivery to the Representative Representatives of certificates (in form and substance satisfactory to the RepresentativeRepresentatives) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representative Representatives may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative Representatives to examine and package the Option Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representative Representatives for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the applicable settlement date. (d) If the option provided for in Section 2(b) hereof is exercised after the second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the RepresentativeRepresentatives, at c/o Citigroup Global Markets Inc., at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, c/o Credit Suisse Securities (USA) LLC, at ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, and c/o Cowen and Company, LLC, at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ on the date specified by the Representative Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representative Representatives of the purchase price thereof to the Trust Account as described above in Section 3(c). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representative Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the second Business Day prior to the Closing Date) shall be made at 10:00 a.m., New York City time, on [•], 2021, or at such time on such later date at least two not more than three Business Days after the foregoing date as the Representative Representatives shall designate, which date and time may be postponed by agreement between the Representative Representatives and the Company or as provided in Section 9 10 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representative Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representative Representatives of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative Representatives shall otherwise instruct. (ba) Payment for the Underwritten Securities shall be made as follows: $294,000,000 588,000,000 of the net proceeds received by the Company for the Underwritten Securities, Securities (including $8,750,000 21,000,000 of the Deferred Discount, ) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering Public Offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative Representatives of the Underwritten Securities through the facilities of DTC or, if the Representative has Representatives have otherwise instructed, upon delivery to the Representative Representatives of certificates (in form and substance satisfactory to the RepresentativeRepresentatives) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representative Representatives may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative Representatives to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representative Representatives for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the Closing Date. (cb) Payment for the Option Securities shall be made as follows: $9.80 per Option Security (including any $0.35 per Option Security of Deferred Discount attributable to the Option Securities), Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative Representatives of the Option Securities through the facilities of DTC or, if the Representative has Representatives have otherwise instructed, upon delivery to the Representative Representatives of certificates (in form and substance satisfactory to the RepresentativeRepresentatives) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representative Representatives may request in writing at least two Business Days prior to the Closing Dateapplicable settlement date. If delivery is not made through the facilities of DTC, the Company will permit the Representative Representatives to examine and package the Option Securities for delivery, at least one Business Day prior to the Closing Dateapplicable settlement date. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representative Representatives for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the applicable settlement date. (d) If the option provided for in Section 2(b) hereof is exercised after the second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representative, at c/o Citigroup Global Markets Inc.Representatives, at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ on the date specified by the Representative Representatives (which shall be within at least three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representative Representatives of the purchase price thereof to the Trust Account as described above in Section 3(c3(b). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representative Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the second Business Day prior to the Closing Date) shall be made at 10:00 a.m., New York City time, on March 15, 2021, or at such time on such later date at least two Business Days after the foregoing date as the Representative shall designate, which date and time may be postponed by agreement between the Representative and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representative of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. (b) Payment for the Underwritten Securities shall be made as follows: $294,000,000 196,000,000 of the proceeds received by the Company for the Underwritten Securities, including $8,750,000 7,000,000 of the Deferred Discount, shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the sale of the Private Placement Warrants Units in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative of the Underwritten Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representative for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants Units at least one Business Day prior to the Closing Date. (c) Payment for the Option Securities shall be made as follows: $9.80 per Option Security (including any Deferred Discount attributable to the Option Securities), shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the sale of the Private Placement Warrants Units in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative of the Option Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Option Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representative for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants Units at least one Business Day prior to the applicable settlement date. (d) If the option provided for in Section 2(b) hereof is exercised after the second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representative, at c/o Citigroup Global Markets Inc.Credit Suisse Securities (USA) LLC, at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇Eleven Madison Avenue, ▇▇▇ ▇▇▇▇New York, ▇▇▇ ▇▇▇▇N.Y. 10010-3629, ▇▇ on the date specified by the Representative (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representative of the purchase price thereof to the Trust Account as described above in Section 3(c). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representative on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the second Business Day prior to the Closing Date) shall be made at 10:00 a.m., New York City time, on February 26, 2021, or at such time on such later date at least two Business Days after the foregoing date as the Representative Representatives shall designate, which date and time may be postponed by agreement between the Representative Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representative Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representative Representatives of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative Representatives shall otherwise instruct. (b) Payment for the Underwritten Securities shall be made as follows: $294,000,000 514,500,000 of the proceeds received by the Company for the Underwritten Securities, including $8,750,000 18,375,000 of the Deferred Discount, shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative Representatives of the Underwritten Securities through the facilities of DTC or, if the Representative has Representatives have otherwise instructed, upon delivery to the Representative Representatives of certificates (in form and substance satisfactory to the RepresentativeRepresentatives) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representative Representatives may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative Representatives to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representative Representatives for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the Closing Date. (c) Payment for the Option Securities shall be made as follows: $9.80 per Option Security (including any Deferred Discount attributable to the Option Securities), shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative Representatives of the Option Securities through the facilities of DTC or, if the Representative has Representatives have otherwise instructed, upon delivery to the Representative Representatives of certificates (in form and substance satisfactory to the RepresentativeRepresentatives) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representative Representatives may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative Representatives to examine and package the Option Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representative Representatives for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the applicable settlement date. (d) If the option provided for in Section 2(b) hereof is exercised after the second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the RepresentativeRepresentatives, at c/o Citigroup Global Markets Inc., at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ the date specified by the Representative Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representative Representatives of the purchase price thereof to the Trust Account as described above in Section 3(c). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representative Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) 2 hereof shall have been exercised on or before the second Business Day prior to the Closing Date) shall be made at 10:00 9:00 a.m., New York City time, on November 9, 2021, or at such time on such later date at least not more than two Business Days after the foregoing date as the Representative Underwriter shall designate, which date and time may be postponed by agreement between the Representative Underwriter and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representative Underwriter for the respective accounts of the several Underwriters its account against payment by the several Underwriters through the Representative Underwriter of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 33(b). Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative Underwriter shall otherwise instruct. (ba) Payment for the Underwritten Securities shall be made as follows: $294,000,000 200,000,000 of the net proceeds received by the Company for the Underwritten Securities, Securities (including $8,750,000 7,000,000 of the Deferred Discount, ) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering Public Offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative Underwriter of the Underwritten Securities through the facilities of DTC or, if the Representative Underwriter has otherwise instructed, upon delivery to the Representative Underwriter of certificates (in form and substance satisfactory to the RepresentativeUnderwriter) representing the Underwritten Securities, in each case for the account of the UnderwritersUnderwriter. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representative Underwriter may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative Underwriter to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representative Underwriter for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the Closing Date. (cb) Payment for the Option Securities shall be made as follows: $9.80 per Option Security (including any $0.35 per Option Security of Deferred Discount attributable to the Option Securities), Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative Underwriter of the Option Securities through the facilities of DTC or, if the Representative Underwriter has otherwise instructed, upon delivery to the Representative Underwriter of certificates (in form and substance satisfactory to the RepresentativeUnderwriter) representing the Option Securities (or through the facilities of DTC) for the account of the UnderwritersUnderwriter. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representative Underwriter may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative Underwriter to examine and package the Option Securities for delivery, at least one Business Day prior to the Closing Datesettlement date of such Option Securities. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representative Underwriter for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the applicable settlement date. (d) If the option provided for in Section 2(b) 2 hereof is exercised after the second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the RepresentativeUnderwriter at Credit Suisse Securities (USA) LLC, at c/o Citigroup Global Markets Inc., at ▇▇▇ ▇▇▇Eleven M▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇, on the date specified by the Representative Underwriter (which shall be within three at least two Business Days after exercise of said option) for the respective accounts account of the several UnderwritersUnderwriter, against payment by the several Underwriters through the Representative Underwriter of the purchase price thereof to the Trust Account as described above in Section 3(c3(b). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representative Underwriter on the settlement date for the such Option Securities, and the obligation of the Underwriters Underwriter to purchase the such Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) 2 hereof shall have been exercised on or before the second Business Day prior to the Closing Date) shall be made at 10:00 9:00 a.m., New York City time, on December 13, 2021, or at such time on such later date at least not more than two Business Days after the foregoing date as the Representative Underwriters shall designate, which date and time may be postponed by agreement between the Representative Underwriters and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representative Underwriters for the their respective accounts of the several Underwriters against payment by the several Underwriters through the Representative of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 33(b). Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative Underwriters shall otherwise instruct. (ba) Payment for the Underwritten Securities shall be made as follows: $294,000,000 200,000,000 of the net proceeds received by the Company for the Underwritten Securities, Securities (including $8,750,000 7,000,000 of the Deferred Discount, ) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering Public Offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative Underwriters of the Underwritten Securities through the facilities of DTC or, if the Representative has Underwriters have otherwise instructed, upon delivery to the Representative Underwriters of certificates (in form and substance satisfactory to the RepresentativeUnderwriters) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representative Underwriters may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative Underwriters to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representative Underwriters for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the Closing Date. (cb) Payment for the Option Securities shall be made as follows: $9.80 per Option Security (including any $0.35 per Option Security of Deferred Discount attributable to the Option Securities), Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative Underwriters of the Option Securities through the facilities of DTC or, if the Representative has Underwriters have otherwise instructed, upon delivery to the Representative Underwriters of certificates (in form and substance satisfactory to the RepresentativeUnderwriters) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representative Underwriters may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative Underwriters to examine and package the Option Securities for delivery, at least one Business Day prior to the Closing Datesettlement date of such Option Securities. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representative Underwriters for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the applicable settlement date. (d) If the option provided for in Section 2(b) 2 hereof is exercised after the second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the RepresentativeUnderwriters at UBS Securities LLC, at c/o Citigroup Global Markets Inc., at 1285 Avenue of the ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, and at BofA Securities Inc., ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, on the date specified by the Representative Underwriters (which shall be within three at least two Business Days after exercise of said option) for the respective accounts account of the several Underwriters, against payment by the several Underwriters through the Representative of the purchase price thereof to the Trust Account as described above in Section 3(c3(b). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representative Underwriters on the settlement date for the such Option Securities, and the obligation of the Underwriters to purchase the such Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) 2 hereof shall have been exercised on or before the second Business Day prior to the Closing Date) shall be made at 10:00 9:00 a.m., New York City time, on October 25, 2021, or at such time on such later date at least two not more than three Business Days after the foregoing date as the Representative Representatives shall designate, which date and time may be postponed by agreement between the Representative Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representative Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representative Representatives of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative Representatives shall otherwise instruct. (ba) Payment for the Underwritten Securities shall be made as follows: $294,000,000 235,200,000 of the net proceeds received by the Company for the Underwritten Securities, Securities (including the $8,750,000 8,400,000 of the Deferred Discount, ) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants Units deposited in the Trust Account in order for the amount deposited in the Trust Account to equal the product of the number of Units Underwritten Securities sold and the public offering price per Unit as set forth on the cover of the Prospectus $10.20, upon delivery to the Representative Representatives of the Underwritten Securities through the facilities of DTC or, if the Representative has Representatives have otherwise instructed, upon delivery to the Representative Representatives of certificates (in form and substance satisfactory to the RepresentativeRepresentatives) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representative Representatives may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will shall permit the Representative Representatives to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representative Representatives for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on (i) the payment by the Sponsor to the Trust Account Company for the Private Placement Warrants Units and (ii) deposit of such portion of the proceeds from the sale of the Placement Units in order for the Trust Account, together with the proceeds to be received pursuant to this Section 3(a), to equal the product of the number of Underwritten Securities sold and $10.20 by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the Closing Date. (cb) Payment for the Option Securities shall be made as follows: $9.80 per Option Security (including any $0.35 per Option Security of Deferred Discount attributable to the Option Securities), Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants Units in order for the amount deposited in the Trust Account to equal the product of the number of Units Option Securities sold and the public offering price per Unit as set forth on the cover of the Prospectus $10.20 upon delivery to the Representative Representatives of the Option Securities through the facilities of DTC or, if the Representative has Representatives have otherwise instructed, upon delivery to the Representative Representatives of certificates (in form and substance satisfactory to the RepresentativeRepresentatives) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representative Representatives may request in writing at least two Business Days prior to the Closing Datesettlement date of such Option Securities. If delivery is not made through the facilities of DTC, the Company will shall permit the Representative Representatives to examine and package the Option Securities for delivery, at least one Business Day prior to the Closing Datesettlement date of such Option Securities. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representative Representatives for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the (i) payment by the Sponsor to for the Placement Units and (ii) deposit of such portion of the proceeds from the sale of the Placement Units in order for the Trust Account for Account, together with the Private Placement Warrants proceeds to be received pursuant to this Section 3(b), to equal the product of the number of Option Securities sold and $10.20 by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the applicable settlement date. (d) . If the option provided for in Section 2(b) 2 hereof is exercised after the second Business Day prior to the Closing Date, the Company will shall deliver the Option Securities (at the expense of the Company) to the Representative, Representatives at c/o Citigroup Global Markets Inc., at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇, on the date specified by the Representative Representatives (which shall be within three at least two Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representative Representatives of the purchase price thereof to the Trust Account as described above in Section 3(c3(b). If settlement for the Option Securities occurs after the Closing Date, the Company will shall deliver to the Representative Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date in each case substantially contemporaneous with the closing of the sale of the Option Securities pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) 2 hereof shall have been exercised on or before the second third Business Day prior to the Closing Date) shall be made at 10:00 9:00 a.m., New York City time, on [●], 2021, or at such time on such later date at least two not more than three Business Days after the foregoing date as the Representative Representatives shall designate, which date and time may be postponed by agreement between the Representative Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representative Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representative Representatives of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative Representatives shall otherwise instruct. (ba) Payment for the Underwritten Securities shall be made as follows: U.S. $294,000,000 245,000,000 of the net proceeds received by the Company for the Underwritten Securities, Securities (including U.S. $8,750,000 of the Deferred Discount, ) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants Shares in order for the Trust Account to equal the product of the number of Units Ordinary Shares sold and the public offering Public Offering price per Unit Ordinary Share as set forth on the cover of the Prospectus upon delivery to the Representative Representatives of the Underwritten Securities through the facilities of DTC or, if the Representative has Representatives have otherwise instructed, upon delivery to the Representative Representatives of certificates (in form and substance satisfactory to the RepresentativeRepresentatives) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representative Representatives may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative Representatives to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representative Representatives for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the Closing Date. (cb) Payment for the Option Securities shall be made as follows: U.S. $9.80 per Option Security (including any U.S. $0.35 per Option Security of Deferred Discount attributable to the Option Securities), Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative Representatives of the Option Securities through the facilities of DTC or, if the Representative has Representatives have otherwise instructed, upon delivery to the Representative Representatives of certificates (in form and substance satisfactory to the RepresentativeRepresentatives) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representative Representatives may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative Representatives to examine and package the Option Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representative Representatives for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the applicable settlement date. (d) If the option provided for in Section 2(b) 2 hereof is exercised after the second third Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representative, at c/o Citigroup Global Markets Inc.Representatives, at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ on the date specified by the Representative Representatives (which shall be within at least three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representative Representatives of the purchase price thereof to the Trust Account as described above in Section 3(c3(b). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representative Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) 2 hereof shall have been exercised on or before the second Business Day prior to the Closing Date) shall be made at 10:00 9:00 a.m., New York City time, on [•], 2021, or at such time on such later date at least not more than two Business Days after the foregoing date as the Representative shall designate, which date and time may be postponed by agreement between the Representative and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representative of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. (ba) Payment for the Underwritten Securities shall be made as follows: [$294,000,000 245,000,000] of the net proceeds received by the Company for the Underwritten Securities, Securities (including $8,750,000 of the Deferred Discount, ) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering Public Offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative of the Underwritten Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representative for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the Closing Date. (cb) Payment for the Option Securities shall be made as follows: $9.80 per Option Security (including any $0.35 per Option Security of Deferred Discount attributable to the Option Securities), Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative of the Option Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Option Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representative for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the applicable settlement date. (d) If the option provided for in Section 2(b) 2 hereof is exercised after the second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the RepresentativeCredit Suisse Securities (USA) LLC, at c/o Citigroup Global Markets Inc., at ▇▇▇ ▇▇Eleven ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇, on the date specified by the Representative (which shall be within three at least two Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representative of the purchase price thereof to the Trust Account as described above in Section 3(c3(b). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representative on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) 2 hereof shall have been exercised on or before the second third Business Day prior to the Closing Date) shall be made at 10:00 9:00 a.m., New York City time, on [X], 2021, or at such time on such later date at least two not more than three Business Days after the foregoing date as the Representative Representatives shall designate, which date and time may be postponed by agreement between the Representative Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representative Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representative Representatives of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative Representatives shall otherwise instruct. (ba) Payment for the Underwritten Securities shall be made as follows: $294,000,000 386,000,000 of the net proceeds received by the Company for the Underwritten Securities, Securities (including $8,750,000 14,000,000 of the Deferred Discount, ) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the sale of the Private Placement Warrants (the “Private Placement Portion”) in order for the Trust Account to equal the product of the number of Units Securities sold and the public offering price $10.10 per Unit as set forth on the cover of the Prospectus Security upon delivery to the Representative Representatives of the Underwritten Securities through the facilities of DTC or, if the Representative has Representatives have otherwise instructed, upon delivery to the Representative Representatives of certificates (in form and substance satisfactory to the RepresentativeRepresentatives) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representative Representatives may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative Representatives to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representative Representatives for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the (i) payment by the Sponsor to the Trust Account Company for the Private Placement Warrants and (ii) deposit of the Private Placement Portion by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the Closing Date. (cb) Payment for the Option Securities shall be made as follows: $9.80 per Option Security (including any $0.35 per Option Security of Deferred Discount attributable to the Option Securities), Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative Representatives of the Option Securities through the facilities of DTC or, if the Representative has Representatives have otherwise instructed, upon delivery to the Representative Representatives of certificates (in form and substance satisfactory to the RepresentativeRepresentatives) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representative Representatives may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative Representatives to examine and package the Option Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representative Representatives for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the applicable settlement date. (d) If the option provided for in Section 2(b) 2 hereof is exercised after the second third Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the RepresentativeRepresentatives, at c/o Citigroup Global Markets Inc., at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ on the date specified by the Representative Representatives (which shall be within at least three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representative Representatives of the purchase price thereof to the Trust Account as described above in Section 3(c3(b). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representative Representatives on the settlement date Additional Closing Date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) 2 hereof shall have been exercised on or before the second third Business Day prior to the Closing Date) shall be made at 10:00 9:00 a.m., New York City time, on [●], 20212020, or at such time on such later date at least two not more than three Business Days after the foregoing date as the Representative Representatives shall designate, which date and time may be postponed by agreement between the Representative Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representative Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representative Representatives of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative Representatives shall otherwise instruct. (ba) Payment for the Underwritten Securities shall be made as follows: $294,000,000 [●] of the net proceeds received by the Company for the Underwritten Securities, Securities (including $8,750,000 [18,375,000] of the Deferred Discount, ) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants (the “Private Placement Portion”) in order for the Trust Account to equal the product of the number of Units sold and the public offering Public Offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative Representatives of the Underwritten Securities through the facilities of DTC or, if the Representative has Representatives have otherwise instructed, upon delivery to the Representative Representatives of certificates (in form and substance satisfactory to the RepresentativeRepresentatives) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representative Representatives may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative Representatives to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representative Representatives for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the (i) payment by the Sponsor to the Trust Account Company for the Private Placement Warrants and (ii) deposit of the Private Placement Portion by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the Closing Date. (cb) Payment for the Option Securities shall be made as follows: $9.80 per Option Security (including any $0.35 per Option Security of Deferred Discount attributable to the Option Securities), Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering Public Offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative Representatives of the Option Securities through the facilities of DTC or, if the Representative has Representatives have otherwise instructed, upon delivery to the Representative Representatives of certificates (in form and substance satisfactory to the RepresentativeRepresentatives) representing the Option Securities (or through the facilities of DTC) ), in each case for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representative Representatives may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative Representatives to examine and package the Option Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representative Representatives for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the (i) payment by the Sponsor to the Trust Account Company for the Private Placement Warrants and (ii) deposit of such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the Trust Account, together with the proceeds to be received pursuant to this clause (b), to equal the product of the number of Units sold and the Public Offering price per Unit as set forth on the cover of the Prospectus by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the applicable settlement date. (d) . If the option provided for in Section 2(b) 2 hereof is exercised after the second third Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the RepresentativeRepresentatives, at c/o Citigroup Global Markets Inc., at ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ on the date specified by the Representative Representatives (which shall be within at least three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representative Representatives of the purchase price thereof to the Trust Account as described above in Section 3(c3(b). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representative Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) 2 hereof shall have been exercised on or before the second Business Day prior to the Closing Date) shall be made at 10:00 a.m., New York City time, on November 10, 20212020, or at such time on such later date at least not more than two Business Days after the foregoing date as the Representative shall designate, which date and time may be postponed by agreement between the Representative and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representative of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. (b) Payment for the Underwritten Securities shall be made as follows: $294,000,000 215,600,000 of the proceeds received by the Company for the Underwritten Securities, Securities (including $8,750,000 7,700,000 of the Deferred Discount, ) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants (the “Private Placement Portion”) in order for the Trust Account to equal the product of (i) the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus (ii) $10.20, upon delivery to the Representative of the Underwritten Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representative for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the Closing Date. (c) Payment for the Option Securities shall be made as follows: $9.80 per Option Security (including any $0.35 per Option Security of Deferred Discount attributable to the Option Securities), Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative of the Option Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Option Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representative for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the applicable settlement date. (d) If the option provided for in Section 2(b) 2 hereof is exercised after the second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representative, at c/o Citigroup Global Markets Inc.in the same manner as the delivery of the Underwritten Securities, at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ on the date specified by the Representative (which shall be within three at least two Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representative of the purchase price thereof to the Trust Account as described above in Section 3(c3(b). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representative on the settlement date Additional Closing Date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment the Firm Securities shall be made to the Representatives for the Underwritten Securities and accounts of the Option Securities (if Underwriters against payment of the option provided for purchase price [Federal Reserve Funds check payable in Section 2(b) hereof shall have been exercised on immediately available funds to the order of the Company] [wire transfer of Federal Funds or before similar same day funds to an account designated in writing by the second Business Day Company to ________ at least one business day prior to the Closing Date) Date (as hereinafter defined)]. Such payment shall be made at 10:00 a.m., New York City time, on , 2021, the [third] [fourth] business day after the date on which the first bona fide offering of the Securities to the public is made by the Underwriters or at such time on such other date, not later date at least two Business Days than 10 business days after the foregoing such date as the Representative shall designate, which date and time may be postponed agreed upon by agreement between the Representative Company and the Company or as provided in Section 9 hereof Representatives (such date and time is hereinafter referred to as the "Closing Date"). To the extent the Option is exercised, delivery of delivery and the Option Securities against payment by the Underwriters (in the manner specified above) will take place [at the offices specified above for the Securities being herein called the “Closing Date”)] at the time and date (which may be the Closing Date) specified in the Option Securities Notice. Delivery of [Certificates evidencing the Securities shall be made to the Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representative of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. (b) Payment for the Underwritten Securities shall be made as follows: $294,000,000 of the proceeds received by the Company for the Underwritten Securities, including $8,750,000 of the Deferred Discount, shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative of the Underwritten Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in definitive form and substance satisfactory to the Representative) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representative may Representatives shall request in writing by written notice to the Company at least two Business Days business days prior to the Closing Date or the Option Closing Date, as the case may be. If delivery is not made through For the facilities purpose of DTCexpediting the checking and packaging of certificates for the Securities, the Company will permit the Representative agrees to examine and package the Underwritten Securities make such certificates available for delivery, inspection at least one Business Day 24 hours prior to the Closing Date or the Option Closing Date, as the case may be.] The cost of original issue tax stamps, if any, in connection with the issuance and delivery of the Securities by the Company to the respective Underwriters shall be borne by the Company. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representative for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the Closing Date. (c) Payment for the Option Securities shall be made as follows: $9.80 per Option Security (including will pay and save each Underwriter and any Deferred Discount attributable to the Option Securities), shall be deposited in the Trust Account pursuant to the terms subsequent holder of the Trust Agreement along Securities harmless from any and all liabilities with respect to or resulting from any failure or delay in paying Federal and state stamp and other issuance taxes, if any, which may be payable or determined to be payable in connection with the original issuance or sale to such portion Underwriter of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative of the Option Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Option Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representative for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the applicable settlement date. (d) If the option provided for in Section 2(b) hereof is exercised after the second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representative, at c/o Citigroup Global Markets Inc., at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ the date specified by the Representative (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representative of the purchase price thereof to the Trust Account as described above in Section 3(c). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representative on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) 2 hereof shall have been exercised on or before the second third Business Day prior to the Closing Date) shall be made at 10:00 9:00 a.m., New York City time, on [•], 2021, or at such time on such later date at least two not more than three Business Days after the foregoing date as the Representative shall designate, which date and time may be postponed by agreement between the Representative and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representative of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. (ba) Payment for the Underwritten Securities shall be made as follows: $294,000,000 98,000,000 of the net proceeds received by the Company for the Underwritten Securities, Securities (including $8,750,000 5,000,000 of the Deferred Discount, ) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along which, together with such portion of the gross proceeds from the sale of the Private Placement Warrants deposited in order for the Trust Account to equal (the “Private Placement Portion”), shall result in the Trust Account equaling the product of (A) the number of Units sold and (B) 101.5% of the public offering price per Unit as set forth on the cover of the Prospectus Prospectus, upon delivery to the Representative of the Underwritten Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representative for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the (i) payment by the Sponsor to the Trust Account Company for the Private Placement Warrants and (ii) deposit of the Private Placement Portion by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the Closing Date. (cb) Payment for the Option Securities shall be made as follows: $9.80 10.00 per Option Security (including any $0.7 per Option Security of Deferred Discount attributable to the Option Securities), Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and 101.5% of the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative of the Option Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Option Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representative for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the (i) payment by the Sponsor to the Trust Account Company for the Private Placement Warrants and (ii) deposit of such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the Trust Account, together with the proceeds to be received pursuant to this clause (b), to equal the product of the number of Units sold and 101.5% of the public offering price per Unit as set forth on the cover of the Prospectus by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the applicable settlement date. (d) . If the option provided for in Section 2(b) 2 hereof is exercised after the second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representative, at c/o Citigroup Global Markets Inc., at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ on the date specified by the Representative (which shall be within three at least two Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representative of the purchase price thereof to the Trust Account as described above in Section 3(c3(b). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representative on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) 2 hereof shall have been exercised on or before the second third Business Day prior to the Closing Date) shall be made at 10:00 9:00 a.m., New York City time, on [●], 20212020, or at such time on such later date at least two not more than three Business Days after the foregoing date as the Representative Representatives shall designate, which date and time may be postponed by agreement between the Representative Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representative Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representative Representatives of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative Representatives shall otherwise instruct. (ba) Payment for the Underwritten Securities shall be made as follows: $294,000,000 441,000,000 of the net proceeds received by the Company for the Underwritten Securities, Securities (including $8,750,000 15,750,000 of the Deferred Discount, ) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering Public Offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative Representatives of the Underwritten Securities through the facilities of DTC or, if the Representative has Representatives have otherwise instructed, upon delivery to the Representative Representatives of certificates (in form and substance satisfactory to the RepresentativeRepresentatives) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representative Representatives may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative Representatives to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representative Representatives for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the Closing Date. (cb) Payment for the Option Securities shall be made as follows: $9.80 per Option Security (including any $0.35 per Option Security of Deferred Discount attributable to the Option Securities), Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative Representatives of the Option Securities through the facilities of DTC or, if the Representative has Representatives have otherwise instructed, upon delivery to the Representative Representatives of certificates (in form and substance satisfactory to the RepresentativeRepresentatives) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representative Representatives may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative Representatives to examine and package the Option Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representative Representatives for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the applicable settlement date. (d) If the option provided for in Section 2(b) 2 hereof is exercised after the second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representative, at c/o Citigroup Global Markets Inc.Credit Suisse Securities (USA) LLC, at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ on the date specified by the Representative Representatives (which shall be within three at least two Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representative Representatives of the purchase price thereof to the Trust Account as described above in Section 3(c3(b). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representative Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the second third Business Day prior to the Closing Date) shall be made at 10:00 a.m.AM, New York City time, on , 20212007, or at such time on such later date at least two not more than three Business Days after the foregoing date as the Representative shall designate, which date and time may be postponed by agreement between the Representative and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representative of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instructCompany. (b) Payment for the Underwritten Securities shall be made as follows: $294,000,000 of the proceeds received by the Company for the 95,300,000 (or approximately $7.62 per Underwritten Securities, including $8,750,000 of the Deferred Discount, Security) shall be deposited in the Trust Account Fund pursuant to the terms of the Trust Agreement along with such portion and $895,000 shall be paid to the order of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative of the Underwritten Securities through the facilities of DTC or, if the Representative has otherwise instructed, Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Underwritten Securities, in each case Securities (or through the facilities of the Depository Trust Company (the “DTC”)) for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the The Company will permit the Representative to examine and package the Underwritten Securities for delivery, at least one (1) Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representative for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the Closing Date. (c) Payment for the Option Securities shall be made as follows: $9.80 7.89 per Option Security (including any Deferred Discount attributable to the Option Securities), shall be deposited in the Trust Account Fund pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative of the Option Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the RepresentativeUnderwriters) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The certificates representing the Option Securities shall to be delivered will be in such denominations and registered in such name or names and in such authorized denominations as the Representative may request in writing at least not less than two (2) Business Days prior to the Closing Date and will be made available to the Representative for inspection, checking and packaging at the aforesaid office of the Company’s transfer agent or correspondent not less than one (1) Business Day prior to such Closing Date. If delivery is not Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of DTC, the Company will permit DTC unless the Representative to examine and package the Option Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representative for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the applicable settlement dateotherwise instruct. (d) If the option provided for in Section 2(b) hereof is exercised after the second third Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representative, at c/o Citigroup Global Markets Inc., at ▇3▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ the date specified by the Representative (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representative of the purchase price thereof to or upon the Trust Account as described above order of the Company by wire transfer payable in Section 3(c)same-day funds to an account specified by the Company. If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representative on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) 2 hereof shall have been exercised on or before the second Business Day prior to the Closing Date) shall be made at 10:00 a.m., New York City time, on [●], 20212019, or at such time on such later date at least not more than two Business Days after the foregoing date as the Representative shall designate, which date and time may be postponed by agreement between the Representative and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representative of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. (b) Payment for the Underwritten Securities shall be made as follows: $294,000,000 122,500,000 of the proceeds received by the Company for the Underwritten Securities, Securities (including $8,750,000 4,375,000 of the Deferred Discount, ) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants (the “Private Placement Portion”) in order for the Trust Account to equal the product of (i) the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus (ii) $10.00, upon delivery to the Representative of the Underwritten Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representative for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the Closing Date. (c) Payment for the Option Securities shall be made as follows: $9.80 per Option Security (including any $0.35 per Option Security of Deferred Discount attributable to the Option Securities), Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative of the Option Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Option Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representative for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the applicable settlement date. (d) If the option provided for in Section 2(b) 2 hereof is exercised after the second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representative, at c/o Citigroup Global Markets Inc.in the same manner as the delivery of the Underwritten Securities, at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ on the date specified by the Representative (which shall be within three at least two Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representative of the purchase price thereof to the Trust Account as described above in Section 3(c3(b). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representative on the settlement date Additional Closing Date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the second third Business Day prior to the Closing Date) shall be made at 10:00 a.m.AM, New York City time, on [ ], 20212008, or at such time on such later date at least two not more than three Business Days after the foregoing date as the Representative shall designate, which date and time may be postponed by agreement between the Representative and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representative of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3Company. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. (b) Payment for the Underwritten Securities shall be made as follows: $294,000,000 54,850,000 of the proceeds received by the Company for the Underwritten Securities, including Securities together with $8,750,000 2,250,000 of the Deferred Discount, Discount shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion and $950,000 of the gross proceeds of received by the Private Placement Warrants in order Company for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative of the Underwritten Securities through shall be paid to the facilities order of DTC or, if the Representative has otherwise instructed, Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Underwritten Securities, in each case Securities (or through the facilities of DTC) for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the The Company will permit the Representative to examine and package the Underwritten Securities for delivery, at least one (1) Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representative for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the Closing Date. (c) Payment for the Option Securities shall be made as follows: $9.80 9.85 per Option Security (including any Deferred Discount attributable to the Option Securities), shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative of the Option Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the RepresentativeUnderwriters) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The certificates representing the Option Securities shall to be delivered will be in such denominations and registered in such name or names and in such authorized denominations as the Representative may request in writing at least requests not less than two (2) Business Days prior to the Closing Date. If delivery is not relevant Settlement Date and will be made through the facilities of DTC, the Company will permit available to the Representative to examine for inspection, checking and package packaging at the Option Securities for delivery, at least aforesaid office of the Company’s transfer agent or correspondent not less than one (1) Business Day prior to the Closing such Settlement Date. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representative for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the applicable settlement date. (d) If the option provided for in Section 2(b) hereof is exercised after the second 3rd Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representative, at c/o Citigroup Global Markets Inc., at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ on the date specified by the Representative (which shall be within three 3 Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representative of the purchase price thereof to or upon the Trust Account as described above order of the Company by wire transfer payable in Section 3(c)same-day funds to an account specified by the Company. If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representative on the settlement date Settlement Date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) 2 hereof shall have been exercised on or before the second Business Day prior to the Closing Date) shall be made at 10:00 a.m., New York City time, on July 6, 2021, or at such time on such later date at least not more than two Business Days after the foregoing date as the Representative shall designate, which date and time may be postponed by agreement between the Representative and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representative of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. (b) Payment for the Underwritten Securities shall be made as follows: $294,000,000 245,000,000 of the proceeds received by the Company for the Underwritten Securities, Securities (including $8,750,000 of the Deferred Discount, ) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants (the “Private Placement Portion”) in order for the Trust Account to equal the product of (i) the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus (ii) $10.10, upon delivery to the Representative of the Underwritten Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representative for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the Closing Date. (c) Payment for the Option Securities shall be made as follows: $9.80 per Option Security (including any $0.35 per Option Security of Deferred Discount attributable to the Option Securities), Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative of the Option Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Option Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representative for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the applicable settlement date. (d) If the option provided for in Section 2(b) 2 hereof is exercised after the second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representative, at c/o Citigroup Global Markets Inc.in the same manner as the delivery of the Underwritten Securities, at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ on the date specified by the Representative (which shall be within three at least two Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representative of the purchase price thereof to the Trust Account as described above in Section 3(c3(b). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representative on the settlement date Additional Closing Date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for Option Notice shall have been received by the Company on or prior to the expiration date specified in Section 2(b) hereof shall have been exercised on or before the second Business Day prior hereof) to be purchased by each Underwriter hereunder, in definitive form to the Closing Date) extent practicable, and in such authorized denominations and registered in such names as the Representatives may request upon at least forty-eight hours’ prior notice to the Company, shall be made delivered by or on behalf of the Company to the Representatives for the account of such Underwriter at 10:00 a.m., New York City timethe office of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, on , 2021, the date and at the time specified in Schedule II hereto with respect to the Underwritten Securities and on the date and at the time specified in the Option Notice with respect to the Option Securities (or at such time on such later date at least two Business Days not later than five business days after the foregoing such specified date as the Representative Representatives shall designate), which date and time may be postponed by agreement between the Representative Representatives and the Company or as provided in Section 9 8 hereof (such date and time of delivery and payment for the Underwritten Securities and each such date and time of delivery and payment for the Option Securities, if any, being herein called the a “Closing Date”). .” Delivery of the Securities shall be made to the Representative Underwriters for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representative Representatives of the purchase price thereof in Federal (same day) funds by official bank check or checks to or upon the order of the Company or by wire transfer payable in same-day funds to an account specified by the Company and Company, checks payable in New York Clearing House (next day) funds or as otherwise set forth in (a) Schedule II with respect to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. (b) Payment for the Option Notice with respect to the Option Securities. The Company agrees to have the Underwritten Securities and Option Securities (if the Option Notice shall be made as follows: $294,000,000 of the proceeds have been received by the Company for the Underwritten Securities, including $8,750,000 of the Deferred Discount, shall be deposited in the Trust Account pursuant on or prior to the terms of expiration date specified in Section 2(b) hereof) available for inspection, checking and packaging by the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants Underwriters in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth New York, New York, not later than 1:00 PM on the cover of the Prospectus upon delivery to the Representative of the Underwritten Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two Business Days business day prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representative for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the Closing Date. (c) Payment for the No Option Securities shall be made as follows: $9.80 per Option Security (including any Deferred Discount attributable to sold or delivered unless the Option Securities)Underwritten Securities previously have been, shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units or simultaneously are, sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative of the Option Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Option Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representative for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the applicable settlement date. (d) If the option provided for in Section 2(b) hereof is exercised after the second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representative, at c/o Citigroup Global Markets Inc., at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ the date specified by the Representative (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representative of the purchase price thereof to the Trust Account as described above in Section 3(c)delivered. If settlement for the Option Securities occurs after the Closing DateDate for the Underwritten Securities, the Company will deliver to the Representative Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 5 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the second third Business Day prior to the Closing Date) shall be made at 10:00 a.m.AM, New York City time, on October 19, 20212015, or at such time on such later date at least two not more than three Business Days after the foregoing date as the Representative Representatives shall designate, which date and time may be postponed by agreement between the Representative Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representative Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representative Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3Company. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative Representatives shall otherwise instruct. (b) Payment for the Underwritten Securities shall be made as follows: $294,000,000 300,000,000 of the proceeds received by the Company for the Underwritten Securities, including $8,750,000 10,500,000 of the Deferred Discount, shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion and $1,000,000 shall be paid to the order of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus Company upon delivery to the Representative Representatives of the Underwritten Securities through the facilities of DTC or, if the Representative has Representatives have otherwise instructed, upon delivery to the Representative Representatives of certificates (in form and substance satisfactory to the RepresentativeRepresentatives) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representative Representatives may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative Representatives to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representative Representatives for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the payment by the Sponsor Sponsors and the Company’s officers and directors to the Trust Account ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, as escrow agent, for the Private Placement Founders’ Warrants at least one Business Day day prior to the Closing Date. (c) Payment for the Option Securities shall be made as follows: $9.80 per Option Security (Security, including any $0.35 of Deferred Discount attributable to the Discounts per Option Securities)Security, shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative Representatives of the Option Securities through the facilities of DTC or, if the Representative has Representatives have otherwise instructed, upon delivery to the Representative Representatives of certificates (in form and substance satisfactory to the RepresentativeRepresentatives) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representative Representatives may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative Representatives to examine and package the Option Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representative Representatives for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the applicable settlement date. (d) If the option provided for in Section 2(b) hereof is exercised after the second third Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representative, at c/o Citigroup Global Markets Inc., at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ the date specified by the Representative Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representative Representatives of the purchase price thereof to or upon the Trust Account as described above order of the Company by wire transfer payable in Section 3(c)same-day funds to an account specified by the Company. If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representative Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the second Business Day prior to the Closing Date) shall be made at 10:00 a.m., New York City time, on [●], 20212020, or at such time on such later date at least two Business Days after the foregoing date as the Representative Underwriters shall designate, which date and time may be postponed by agreement between the Representative Underwriters and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representative Underwriters for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representative Underwriters of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative Underwriters shall otherwise instruct. (b) Payment for the Underwritten Securities shall be made as follows: $294,000,000 250,000,000 of the proceeds received by the Company for the Underwritten Securities, including $8,750,000 13,750,000 of the Deferred Discount, shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative Underwriters of the Underwritten Securities through the facilities of DTC or, if the Representative has Underwriters have otherwise instructed, upon delivery to the Representative Underwriters of certificates (in form and substance satisfactory to the RepresentativeUnderwriters) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representative Underwriters may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative Underwriters to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representative Underwriters for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the Closing Date. (c) Payment for the Option Securities shall be made as follows: $9.80 per Option Security (including any Deferred Discount attributable to the Option Securities), shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative Underwriters of the Option Securities through the facilities of DTC or, if the Representative has Underwriters have otherwise instructed, upon delivery to the Representative Underwriters of certificates (in form and substance satisfactory to the RepresentativeUnderwriters) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representative Underwriters may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative Underwriters to examine and package the Option Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representative Underwriters for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the applicable settlement date. (d) If the option provided for in Section 2(b) hereof is exercised after the second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the RepresentativeUnderwriters, at c/o Citigroup Global Markets Inc., at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ the date specified by the Representative Underwriters (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representative of the purchase price thereof to the Trust Account as described above in Section 3(c). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representative Underwriters on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the second Business Day prior to the Closing Date) shall be made at 10:00 a.m., New York City time, on [•], 20212026, or at such time on such later date at least two Business Days after the foregoing date as the Representative Underwriter shall designate, which date and time may be postponed by agreement between the Representative Underwriter and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representative for the respective accounts of the several Underwriters Underwriter against payment by the several Underwriters through the Representative Underwriter of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative Underwriter shall otherwise instruct. (ba) Payment for the Underwritten Securities shall be made as follows: $294,000,000 325,000,000 of the net proceeds received by the Company for the Underwritten Securities, Securities (including $8,750,000 13,000,000 of the Deferred Discount, ) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants Units (the “Private Placement Portion”) in order for the Trust Account to equal the product of the number of Units sold and the public offering Public Offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative Underwriter of the Underwritten Securities through the facilities of DTC or, if the Representative Underwriter has otherwise instructed, upon delivery to the Representative Underwriter of certificates (in form and substance satisfactory to the RepresentativeUnderwriter) representing the Underwritten Securities, in each case for the account of the UnderwritersUnderwriter. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representative Underwriter may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative Underwriter to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representative Underwriter for all the Underwritten Securities. Payment by the Underwriters Underwriter for the Underwritten Securities is contingent on the (i) payment by the Sponsor to the Trust Account Company for the Private Placement Warrants Units and (ii) deposit of the Private Placement Portion by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the Closing Date. (cb) Payment for the Option Securities shall be made as follows: $9.80 9.85 per Option Security (including any $0.40 per Option Security of the Deferred Discount attributable to the Option Securities), Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants Units in order for the Trust Account to equal the product of the number of Units sold and the public offering Public Offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative Underwriter of the Option Securities through the facilities of DTC or, if the Representative Underwriter has otherwise instructed, upon delivery to the Representative Underwriter of certificates (in form and substance satisfactory to the RepresentativeUnderwriter) representing the Option Securities (or through the facilities of DTC) ), in each case for the account of the UnderwritersUnderwriter. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representative Underwriter may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative Underwriter to examine and package the Option Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representative Underwriter for all the Option Securities. Payment by the Underwriters Underwriter for the Option Securities is contingent on the payment by the Sponsor to the Trust Account Company for the Private Placement Warrants Units and deposit of such portion of the gross proceeds from the sale of the Private Placement Units in order for the Trust Account, together with the proceeds to be received pursuant to this clause (b), to equal the product of the number of Units sold and the Public Offering price per Unit as set forth on the cover of the Prospectus by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the applicable settlement date. (d) . If the option provided for in Section 2(b) 2 hereof is exercised after the second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representative, at c/o Citigroup Global Markets Inc.Underwriter, at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ on the date specified by the Representative Underwriter (which shall be within at least three Business Days after exercise of said option) for the respective accounts account of the several UnderwritersUnderwriter, against payment by the several Underwriters through the Representative Underwriter of the purchase price thereof to the Trust Account as described above in Section 3(c3(b). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representative Underwriter on the settlement date for the Option Securities, and the obligation of the Underwriters Underwriter to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the second Business Day prior to the Closing Date) shall be made at 10:00 a.m., New York City time, on [•], 20212020, or at such time on such later date at least two not more than three Business Days after the foregoing date as the Representative Representatives shall designate, which date and time may be postponed by agreement between the Representative Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representative Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representative Representatives of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative Representatives shall otherwise instruct. (ba) Payment for the Underwritten Securities shall be made as follows: $294,000,000 of the net proceeds received by the Company for the Underwritten Securities, Securities (including $8,750,000 10,500,000 of the Deferred Discount, ) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering Public Offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative Representatives of the Underwritten Securities through the facilities of DTC or, if the Representative has Representatives have otherwise instructed, upon delivery to the Representative Representatives of certificates (in form and substance satisfactory to the RepresentativeRepresentatives) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representative Representatives may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative Representatives to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representative Representatives for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the Closing Date. (cb) Payment for the Option Securities shall be made as follows: $9.80 per Option Security (including any $0.35 per Option Security of Deferred Discount attributable to the Option Securities), Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative Representatives of the Option Securities through the facilities of DTC or, if the Representative has Representatives have otherwise instructed, upon delivery to the Representative Representatives of certificates (in form and substance satisfactory to the RepresentativeRepresentatives) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representative Representatives may request in writing at least two Business Days prior to the Closing Dateapplicable settlement date. If delivery is not made through the facilities of DTC, the Company will permit the Representative Representatives to examine and package the Option Securities for delivery, at least one Business Day prior to the Closing Dateapplicable settlement date. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representative Representatives for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the applicable settlement date. (d) If the option provided for in Section 2(b) hereof is exercised after the second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representative, at c/o Citigroup Global Markets Inc.Representatives, at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ on the date specified by the Representative Representatives (which shall be within at least three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representative Representatives of the purchase price thereof to the Trust Account as described above in Section 3(c3(b). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representative Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) 2 hereof shall have been exercised on or before the second Business Day prior to the Closing Date) shall be made at 10:00 10 a.m., New York City time, on [•], 20212022, or at such time on such later date at least two not more than three Business Days after the foregoing date as the Representative shall designate, which date and time may be postponed by agreement between the Representative and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representative of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. (ba) Payment for the Underwritten Securities shall be made as follows: $294,000,000 128,050,000 of the net proceeds received by the Company for the Underwritten Securities, Securities (including $8,750,000 4,550,000 of the Deferred Discount, ) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants deposited in the Trust Account (the “Private Placement Portion”) in order for the amount deposited in the Trust Account to equal the product of the number of Units sold and the public offering price $10.10 per Unit as set forth on the cover of the Prospectus Prospectus, upon delivery to the Representative of the Underwritten Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representative for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the (i) payment by the Sponsor to the Trust Account Company for the Private Placement Warrants and (ii) deposit of the Private Placement Portion by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the Closing Date. (cb) Payment for the Option Securities shall be made as follows: $9.80 9.85 per Option Security (including any $0.35 per Option Security of Deferred Discount attributable to the Option Securities), Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the amount deposited in the Trust Account to equal the product of the number of Units sold and the public offering price $10.10 per Unit as set forth on the cover of the Prospectus upon delivery to the Representative of the Option Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two Business Days prior to the Closing Datesettlement date of such Option Securities. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Option Securities for delivery, at least one Business Day prior to the Closing Datesettlement date of such Option Securities. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representative for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the (i) payment by the Sponsor to the Trust Account Company for the Private Placement Warrants and (ii) deposit of such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the Trust Account, together with the proceeds to be received pursuant to this clause (b), to equal the product of the number of Units sold and $10.10 per Unit as set forth on the cover of the Prospectus by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the applicable settlement date. (d) . If the option provided for in Section 2(b) 2 hereof is exercised after the second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the RepresentativeO▇▇▇▇▇▇▇▇▇▇ & Co. Inc. (“Oppenheimer”), at c/o Citigroup Global Markets Inc., at 8▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ on the date specified by the Representative Oppenheimer (which shall be within three at least two (2) Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representative O▇▇▇▇▇▇▇▇▇▇ of the purchase price thereof to the Trust Account as described above in Section 3(c3(b). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representative O▇▇▇▇▇▇▇▇▇▇ on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof. (c) In addition to the underwriting discounts and commissions, upon the closing of the Offering (as defined herein), O▇▇▇▇▇▇▇▇▇▇ will receive 65,000 ordinary shares (the “Representative Shares”) as underwriter compensation in connection with the Offering (as defined herein). The Representative Shares shall not be transferred, assigned, or sold without prior consent of the Company until the completion of the initial Business Combination. The holders of the Representative Shares have agreed to waive their redemption rights (or right to participate in any tender offer) with respect to such shares in connection with the completion of the Business Combination and to waive their rights to liquidating distributions from the trust account with respect to such shares if the Company fails to complete the initial Business Combination within 12 months (or up to twenty-one (21) months if the Company extends the period of time to consummate a Business Combination) from the closing of the Offering (as defined herein). The Representative Shares 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 (as defined herein) pursuant to FINRA Rule 5110(g)(1).

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the second Business Day prior to the Closing DateDate (as such term is defined below)) shall be made at 10:00 a.m., New York City time, on [●], 2021, or at such time on such later date at least not more than two Business Days after the foregoing date as the Representative shall designate, which date and time may be postponed by agreement between the Representative and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representative of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. (b) Payment for the Underwritten Securities shall be made as follows: $294,000,000 of the net proceeds received by the Company for the Underwritten Securities, including $8,750,000 7,000,000 of the Deferred Discount, shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative of the Underwritten Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representative for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the Closing Date. (c) Payment for the Option Securities shall be made as follows: $9.80 per Option Security (including any Deferred Discount attributable to the Option Securities), ) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus Prospectus, upon delivery to the Representative of the Option Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Option Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representative for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the applicable settlement date. (d) If the option provided for in Section 2(b) hereof is exercised after the second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representative, at c/o Citigroup Global Markets Inc., at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ the date specified by the Representative (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representative of the purchase price thereof to the Trust Account as described above in Section 3(c). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representative on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities Firm Units and the Option Securities Optional Units (if the option provided for in Section 2(b) 2 hereof shall have been exercised on or before the second Business Day (as defined below) prior to the Closing Date) shall be made at 10:00 9:00 a.m., New York City time, on [ • ], 2021, or at such time on such later date at least not more than two Business Days after the foregoing date as the Representative shall designate, which date and time may be postponed by agreement between the Representative and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities Units being herein called the “Closing Date”). Delivery of the Securities Units shall be made to the Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representative of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities Firm Units and the Option Securities Optional Units shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. (ba) Payment for the Underwritten Securities Firm Units shall be made as follows: $294,000,000 283,500,000 of the net proceeds received by the Company for the Underwritten Securities, Firm Units (including $8,750,000 10,500,000 of the Deferred Discount, ) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants (the “Private Placement Portion”) in order for the Trust Account to equal the product of the number of Units sold and the public offering price “Price to Public per Unit Unit” as set forth on the cover of the Prospectus upon delivery to the Representative of the Underwritten Securities Firm Units through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Underwritten SecuritiesFirm Units, in each case for the account of the Underwriters. The Underwritten Securities Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Underwritten Securities Firm Units for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities Firm Units except upon tender of payment by the Representative for all the Underwritten SecuritiesFirm Units. Payment by the Underwriters for the Underwritten Securities Firm Units is contingent on the (i) payment by the Sponsor to the Trust Account Company for the Private Placement Warrants and (ii) deposit of the Private Placement Portion by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the Closing Date. (cb) Payment for the Option Securities Optional Units shall be made as follows: $9.80 9.45 per Option Security Optional Unit (including any $0.35 per Optional Unit of Deferred Discount attributable to the Option Securities), Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the Trust Account together with the proceeds to be received pursuant to this clause to equal the product of the number of Units sold and the public offering price “Price to Public per Unit Unit” as set forth on the cover of the Prospectus upon delivery to the Representative of the Option Securities Optional Units through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Option Securities (or through the facilities of DTC) Optional Units, in each case for the account of the Underwriters. The Option Securities Optional Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two Business Days prior to the Closing DateDate or applicable settlement date, as the case may be. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Option Securities Optional Units for delivery, at least one Business Day prior to the Closing DateDate or applicable settlement date, as the case may be. The Company shall not be obligated to sell or deliver the Option Securities Optional Units except upon tender of payment by the Representative for all the Option SecuritiesOptional Units to be sold on the Closing Date or applicable settlement date, as the case may be. Payment by the Underwriters for the Option Securities Optional Units is contingent on the (i) payment by the Sponsor to the Trust Account Company for the Private Placement Warrants and (ii) deposit of such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the Trust Account, together with the proceeds to be received pursuant to this clause (b), to equal the product of the number of Units sold and the “Price to Public per Unit” as set forth on the cover of the Prospectus, by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the Closing Date or applicable settlement date. (d) , as the case may be. If the option provided for in Section 2(b) 2 hereof is exercised after the second Business Day prior to the Closing Date, the Company will deliver the Option Securities Optional Units (at the expense of the Company) to the Representative, at c/o Citigroup Global Markets Inc., at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, ▇▇ on the date specified by the Representative (which shall be within at least three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representative of the purchase price thereof to the Trust Account as described above in Section 3(c3(b). If settlement for the Option Securities Optional Units occurs after the Closing Date, the Company will deliver to the Representative on the settlement date for the Option SecuritiesOptional Units, and the obligation of the Underwriters to purchase the Option Securities Optional Units shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the second Business Day prior to the Closing Date) shall be made at 10:00 a.m., New York City time, on [ ], 20212020, or at such time on such later date at least two Business Days after the foregoing date as the Representative Representatives shall designate, which date and time may be postponed by agreement between the Representative Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representative Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representative Representatives of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative Representatives shall otherwise instruct. (b) Payment for the Underwritten Securities shall be made as follows: $294,000,000 588,000,000 of the proceeds received by the Company for the Underwritten Securities, including $8,750,000 21,000,000 of the Deferred Discount, shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative Representatives of the Underwritten Securities through the facilities of DTC or, if the Representative has Representatives have otherwise instructed, upon delivery to the Representative Representatives of certificates (in form and substance satisfactory to the RepresentativeRepresentatives) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representative Representatives may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative Representatives to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representative Representatives for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the Closing Date. (c) Payment for the Option Securities shall be made as follows: $9.80 per Option Security (including any Deferred Discount attributable to the Option Securities), shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative Representatives of the Option Securities through the facilities of DTC or, if the Representative has Representatives have otherwise instructed, upon delivery to the Representative Representatives of certificates (in form and substance satisfactory to the RepresentativeRepresentatives) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representative Representatives may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative Representatives to examine and package the Option Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representative Representatives for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the applicable settlement date. (d) If the option provided for in Section 2(b) hereof is exercised after the second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the RepresentativeRepresentatives, at c/o Citigroup Global Markets Inc., at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ the date specified by the Representative Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representative Representatives of the purchase price thereof to the Trust Account as described above in Section 3(c). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representative Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the second Business Day prior to the Closing Date) shall be made at 10:00 a.m., New York City time, on [●], 2021, or at such time on such later date at least two Business Days after the foregoing date as the Representative Representatives shall designate, which date and time may be postponed by agreement between the Representative Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representative Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representative Representatives of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative Representatives shall otherwise instruct. (b) Payment for the Underwritten Securities shall be made as follows: $294,000,000 196,000,000 of the proceeds received by the Company for the Underwritten Securities, including $8,750,000 7,000,000 of the Deferred Discount, shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative Representatives of the Underwritten Securities through the facilities of DTC or, if the Representative has Representatives have otherwise instructed, upon delivery to the Representative Representatives of certificates (in form and substance satisfactory to the RepresentativeRepresentatives) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representative Representatives may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative Representatives to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representative Representatives for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the Closing Date. (c) Payment for the Option Securities shall be made as follows: $9.80 per Option Security (including any Deferred Discount attributable to the Option Securities), ) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus Prospectus, upon delivery to the Representative Representatives of the Option Securities through the facilities of DTC or, if the Representative has Representatives have otherwise instructed, upon delivery to the Representative Representatives of certificates (in form and substance satisfactory to the RepresentativeRepresentatives) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representative Representatives may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative Representatives to examine and package the Option Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representative Representatives for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the applicable settlement date. (d) If the option provided for in Section 2(b) hereof is exercised after the second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the RepresentativeRepresentatives, at c/o Citigroup Global Markets Inc., at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ and c/o Canaccord Genuity LLC, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ , on the date specified by the Representative Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representative Representatives of the purchase price thereof to the Trust Account as described above in Section 3(c). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representative Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities Units and the Option Securities Units (if the option provided for in Section 2(b) 2 hereof shall have been exercised on or before the second Business Day prior to the Closing Date) shall be made at 10:00 9:00 a.m., New York City time, on March [__], 2021, or at such time on such later date at least not more than two Business Days after the foregoing date as the Representative shall designate, which date and time may be postponed by agreement between the Representative and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representative of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities Units and the Option Securities Units shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. (ba) Payment for the Underwritten Securities Units shall be made as follows: $294,000,000 of the net proceeds received by the Company for the Underwritten Securities, Units (including $8,750,000 10,500,000 of the Deferred Discount, ) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering Public Offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative of the Underwritten Securities Units through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Underwritten SecuritiesUnits, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Underwritten Securities Units for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities Units except upon tender of payment by the Representative for all the Underwritten SecuritiesUnits. Payment by the Underwriters for the Underwritten Securities is contingent on the (i) payment by the Sponsor to the Trust Account Company for the Private Placement Warrants and (ii) deposit of the Private Placement Warrants by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the Closing Date. (cb) Payment for the Option Securities Units shall be made as follows: $9.80 per Option Security Unit (including any $0.35 per Option Security of Deferred Discount attributable to the Option Securities), Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering Public Offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative of the Option Securities Units through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Option Securities (or through the facilities of DTC) ), in each case for the account of the Underwriters. The Option Securities Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Option Securities Units for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Option Securities Units except upon tender of payment by the Representative for all the Option SecuritiesUnits. Payment by the Underwriters for the Option Securities Units is contingent on the (i) payment by the Sponsor to the Trust Account Company for the Private Placement Warrants and (ii) deposit of such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the Trust Account, together with the proceeds to be received pursuant to this clause (b), to equal the product of the number of Units sold and the Public Offering price per Unit as set forth on the cover of the Prospectus by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the applicable settlement date. (d) . If the option provided for in Section 2(b) 2 hereof is exercised after the second third Business Day prior to the Closing Date, the Company will deliver the Option Securities Units (at the expense of the Company) to the Representative, at c/o Citigroup Global Markets Inc., at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ on the date specified by the Representative (which shall be within at least three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representative of the purchase price thereof to the Trust Account as described above in Section 3(c3(b). If settlement for the Option Securities Units occurs after the Closing Date, the Company will deliver to the Representative on the settlement date for the Option SecuritiesUnits, and the obligation of the Underwriters to purchase the Option Securities Units shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) 2 hereof shall have been exercised on or before the second third Business Day prior to the Closing Date) shall be made at 10:00 9:00 a.m., New York City time, on [●], 2021, or at such time on such later date at least two not more than three Business Days after the foregoing date as the Representative shall designate, which date and time may be postponed by agreement between the Representative and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representative of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. (ba) Payment for the Underwritten Securities shall be made as follows: $294,000,000 289,500,000 of the net proceeds received by the Company for the Underwritten Securities, Securities (including $8,750,000 10,500,000 of the Deferred Discount, ) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering Public Offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative of the Underwritten Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representative for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the Closing Date. (cb) Payment for the Option Securities shall be made as follows: $9.80 per Option Security (including any $0.35 per Option Security of Deferred Discount attributable to the Option Securities), Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative of the Option Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Option Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representative for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the applicable settlement date. (d) If the option provided for in Section 2(b) 2 hereof is exercised after the second third Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representative, at c/o Citigroup Global Markets Inc., at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ on the date specified by the Representative (which shall be within three at least two Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representative of the purchase price thereof to the Trust Account as described above in Section 3(c3(b). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representative on the settlement date for the Option SecuritiesSecurities (such date, the “Option Closing Date”), and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, negative assurance letters, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the second third Business Day prior to the Closing Date) shall be made at 10:00 a.m.AM, New York City time, on [•], 2021, or at such time on such later date at least two not more than three Business Days after the foregoing date as the Representative Representatives shall designate, which date and time may be postponed by agreement between the Representative Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representative Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representative Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3Company. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative Representatives shall otherwise instruct. (b) Payment for the Underwritten Securities shall be made as follows: $294,000,000 400,000,000 of the proceeds received by the Company for the Underwritten Securities, including $8,750,000 14,000,000 of the Deferred Discount, shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion and $1,000,000 shall be paid to the order of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus Company upon delivery to the Representative Representatives of the Underwritten Securities through the facilities of DTC or, if the Representative has Representatives have otherwise instructed, upon delivery to the Representative Representatives of certificates (in form and substance satisfactory to the RepresentativeRepresentatives) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representative Representatives may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative Representatives to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representative Representatives for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the payment by the Sponsor to Sponsors and certain of the Trust Account for the Private Placement Warrants Company’s directors at least one Business Day prior to the Closing DateDate to Continental Stock Transfer & Trust Company for $8,000,000 of gross proceeds from the sale of the Private Placement Warrants. (c) Payment for the Option Securities shall be made as follows: $9.80 per Option Security (Security, including any $0.35 of Deferred Discount attributable to the Discounts per Option Securities)Security, shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative Representatives of the Option Securities through the facilities of DTC or, if the Representative has Representatives have otherwise instructed, upon delivery to the Representative Representatives of certificates (in form and substance satisfactory to the RepresentativeRepresentatives) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representative Representatives may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative Representatives to examine and package the Option Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representative Representatives for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the applicable settlement date. (d) If the option provided for in Section 2(b) hereof is exercised after the second third Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representative, at c/o Citigroup Global Markets Inc., at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ Representatives through the facilities of DTC on the date specified by the Representative Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representative Representatives of the purchase price thereof to or upon the Trust Account as described above order of the Company by wire transfer payable in Section 3(c)same-day funds to an account specified by the Company. If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representative Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, negative assurance letters, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the second Business Day prior to the Closing DateDate (as such term is defined below)) shall be made at 10:00 a.m., New York City time, on [*], 2021, or at such time on such later date at least not more than two Business Days after the foregoing date as the Representative shall designate, which date and time may be postponed by agreement between the Representative and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representative of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. (b) Payment for the Underwritten Securities shall be made as follows: $294,000,000 of the net proceeds received by the Company for the Underwritten Securities, including $8,750,000 5,250,000 of the Deferred Discount, shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative of the Underwritten Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representative for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the Closing Date. (c) Payment for the Option Securities shall be made as follows: $9.80 per Option Security (including any Deferred Discount attributable to the Option Securities), ) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus Prospectus, upon delivery to the Representative of the Option Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Option Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representative for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one Business Day prior to the applicable settlement date. (d) If the option provided for in Section 2(b) hereof is exercised after the second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representative, at c/o Citigroup Global Markets Inc., at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ the date specified by the Representative (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representative of the purchase price thereof to the Trust Account as described above in Section 3(c). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representative on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.