Common use of Duration of Warrants Clause in Contracts

Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (A) commencing on the later of (i) the date that is thirty (30) days after the first date on which the Company completes a Business Combination and (ii) the date that is twelve (12) months from the date of the closing of the Offering, and (B) terminating at the earliest to occur of (x) 5:00 p.m., New York City time, on the date that is five (5) years after the date on which the Company completes its initial Business Combination, (y) the liquidation of the Company in accordance with the Company’s amended and restated memorandum and articles of association (as amended, supplemented or otherwise modified from time to time, the “Amended and Restated Memorandum and Articles of Association”), if the Company fails to complete a Business Combination, and (z) other than with respect to the Private Placement Warrants and the Working Capital Warrants then held by the Sponsor or its Permitted Transferees, 5:00 p.m., New York city time, on the Redemption Date (as defined below) as provided in Section 6.3 (the “Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.2, with respect to an effective registration statement or a valid exemption therefrom being available. Except with respect to the right to receive the Redemption Price (as defined below) (other than with respect to a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted Transferees) in the event of a redemption (as set forth in Section 6), each Warrant (other than a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted Transferees in the event of a redemption) not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m., New York City, time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants; provided, further, that any such extension shall be identical in duration among all the Warrants.

Duration of Warrants. A whole Warrant may be exercised only during the period (the “Exercise Period”) (A) commencing on the later of the date that is: (i) the date that is thirty (30) days after the first date on which the Company completes a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving the Company and one or more businesses (a “Business Combination and Combination”), or (ii) the date that is twelve (12) months from the date of the closing of the Offering, and (B) terminating at the earliest to occur of (x) 5:00 p.m., New York City time, time on the earliest to occur of: (x) the date that is five (5) years after the date on which the Company completes its initial Business Combination, (y) the liquidation of the Company in accordance with the Company’s amended and restated memorandum and articles of association (association, as amended, supplemented or otherwise modified amended from time to time, the “Amended and Restated Memorandum and Articles of Association”), if the Company fails to complete a Business Combination, and or (z) other than with respect to the Private Placement Warrants and the Working Capital Warrants to the extent then held by the Sponsor or its Permitted Transferees, 5:00 p.m.as applicable, New York city time, on the Redemption Date (as defined below) as provided in Section 6.3 6.2 hereof (the “Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.2, 3.3.2 below with respect to an effective registration statement or a valid exemption therefrom being availablestatement. Except with respect to the right to receive the Redemption Price (as defined below) (other than with respect to a Private Placement Warrant or a Working Capital Warrant to the extent then held by the Sponsor or any officers or directors of the Company, or any of its Permitted Transferees) in the event of a redemption (as set forth in Section 66 hereof), each outstanding Warrant (other than a Private Placement Warrant or a Working Capital Warrant to the extent then held by the Sponsor or its Permitted Transferees in the event of a redemption) not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m., p.m. New York City, City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants; providedWarrants and, further, provided further that any such extension shall be identical in duration among all the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (A) commencing on the later of (i) the date that is thirty (30) days after the first date on which the Company completes a merger, stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities (a “Business Combination Combination”), and (ii) the date that is twelve (12) months from the date of the closing of the Offering, and (B) terminating at upon the earliest to occur of (x) at 5:00 p.m., New York City time, on the date that is five (5) years after the date on which the Company completes its initial Business Combination, (y) the liquidation of the Company in accordance with the Company’s amended and restated memorandum and articles certificate of association incorporation (as further amended, supplemented or otherwise modified from time to time, the “Amended and Restated Memorandum and Articles Certificate of AssociationIncorporation”), if the Company fails to complete consummate a Business Combination, Combination and (z) other than with respect to the Private Placement Warrants and the Working Capital Warrants then held by the Sponsor or its Permitted Transferees, at 5:00 p.m., New York city City time, on the Redemption Date (as defined below) as provided in Section 6.3 6.2 (the “Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.2, 3.3.2 with respect to an effective registration statement or a valid exemption therefrom being available. Except with respect to the right to receive the Redemption Price (as defined below) (other than with respect to a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted Transferees) in the event of a redemption (as set forth in Section 6), each Warrant (other than a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted Transferees in the event of a redemption) not exercised on or before the Expiration Date shall become null and void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m., New York CityCity time, time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants; provided, further, that any such extension shall be identical in duration among all of the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (Aa) commencing on the later of of: (i) the date that is thirty (30) days after the first date on which the Company completes a Business Combination Combination; and (ii) the date that is twelve (12) months from the date of the closing of the Offering, ; and (Bb) terminating at the earliest to occur of of: (x) 5:00 p.m., New York City time, time on the date that is five (5) years after the date on which the Company completes its initial Business Combination, ; (y) the liquidation of the Company in accordance with the Company’s amended and restated memorandum and articles of association (association, as amended, supplemented or otherwise modified amended from time to time, the “Amended and Restated Memorandum and Articles of Association”), if the Company fails to complete a Business Combination, ; and (z) other than with respect to the Private Placement Warrants and the Working Capital Warrants then held by the Sponsor or its Permitted Transferees, 5:00 p.m., New York city time, City time on the Redemption Date (as defined below) as provided in Section 6.3 6.2 hereof (the “Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.23.3.2 below, with respect to an effective registration statement or a valid exemption therefrom being available. Except with respect to the right to receive the Redemption Price (as defined below) (other than with respect to a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted Transferees) in the event of a redemption (as set forth in Section 6), each Warrant (other than a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted Transferees in the event of a redemption) not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m., p.m. New York City, City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants; providedWarrants and, further, provided further that any such extension shall be identical in duration among all the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (A) commencing on the later of of: (i) the date that is thirty (30) days after the first date on which the Company completes a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving the Company and one or more businesses (a “Business Combination Combination”), and (ii) the date that is twelve (12) months from the date of the closing of the Offering, and (B) terminating at the earliest to occur of (x) 5:00 p.m., New York City time, time on the date that is five (5) years after the date on which the Company completes its initial Business Combination, (y) the liquidation of the Company in accordance with the Company’s amended and restated memorandum and articles certificate of association (incorporation, as amended, supplemented or otherwise modified amended from time to time, the “Amended and Restated Memorandum and Articles of Association”), if the Company fails to complete a Business Combination, and (z) other than with respect to the Private Placement Warrants and the Working Capital Warrants then held by the Sponsor or its Permitted Transferees, 5:00 p.m., New York city time, on the Redemption Date (as defined below) as provided in Section 6.3 6.2 hereof (the “Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.23.3.2 below, with respect to an effective registration statement or a valid exemption therefrom being available. Except with respect to the right to receive the Redemption Price (as defined below) (other than with respect to a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted Transferees) in the event of a redemption (as set forth in Section 66 hereof), each outstanding Warrant (other than a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted Transferees in the event of a redemption) not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m., p.m. New York City, City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants; providedWarrants and, further, provided further that any such extension shall be identical in duration among all the Warrants. Notwithstanding anything to the contrary contained herein, for so long as any Private Warrant is held by any Underwriter or its respective designees or affiliates, such Private Warrant may not be exercised after five years from the effective date of the Registration Statement.

Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (A) commencing on the later of (i) the date that is thirty (30) 30 days after the first date on which the Company completes a an initial Business Combination and (ii) the date that is twelve (12) 12 months from the date of the closing of the Offering, and (B) terminating at the earliest to occur of (x) 5:00 p.m., New York City time, on the date that is five (5) years after the date on which the Company completes its initial Business Combination, (y) the liquidation of the Company in accordance with the Company’s amended and restated memorandum and articles of association (association, as amended, supplemented or otherwise modified amended from time to time, the “Amended and Restated Memorandum and Articles of Association”), if the Company fails to complete a an initial Business Combination, and (z) other than with respect to the Private Placement Warrants and the Working Capital Warrants then held by the Sponsor or its Permitted Transferees, 5:00 p.m., New York city City time, on the Redemption Date (as defined below) as provided in Section 6.3 hereof (the “Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.23.3.2 below, with respect to an effective registration statement or a valid exemption therefrom being available. Except with respect to the right to receive the Redemption Price (as defined below) (other than with respect to a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted Transferees) in the event of a redemption (as set forth in Section 66 hereof), each Warrant (other than a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted Transferees in the event of a redemption) not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m., New York CityCity time, time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, provided that the Company shall provide at least twenty (20) 20 days prior written notice of any such extension to Registered Holders of the Warrants; provided, further, that any such extension shall be identical in duration among all the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (A) commencing on the later of of: (i) the date that is thirty (30) days after the first date on which the Company completes a Business Combination Combination, and (ii) the date that is twelve (12) months from the date of the closing of the Offering, and (B) terminating at the earliest to occur of (x) 5:00 p.m., New York City time, time on the date that is five (5) years after the date on which the Company completes its initial Business Combination, (y) the liquidation of the Company in accordance with the Company’s amended and restated memorandum and articles of association (association, as amended, supplemented or otherwise modified amended from time to time, the “Amended and Restated Memorandum and Articles of Association”), if the Company fails to complete a Business Combination, and (z) other than with respect to the Private Placement Warrants and the Working Capital Warrants then held by the Sponsor or its Permitted Transferees, 5:00 p.m., New York city time, City time on the Redemption Date (as defined below) as provided in Section 6.3 hereof (the “Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.23.3.2 below, with respect to an effective registration statement or a valid exemption therefrom being available. Except with respect to the right to receive the Redemption Price (as defined below) (other than with respect to a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted Transferees) in the event of a redemption (as set forth in Section 6), each Warrant (other than a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted Transferees in the event of a redemption) not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m., p.m. New York City, City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, provided that the Company shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants; providedWarrants and, further, provided further that any such extension shall be identical in duration among all the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (A) commencing on the later of the date that is: (i) the date that is thirty (30) 30 days after the first date on which the Company completes a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, involving the Company and one or more businesses (a “Business Combination and Combination”), or (ii) the date that is twelve (12) 12 months from the date of the closing of the Offering, and (B) terminating at the earliest to occur of (x) 5:00 p.m., New York City time, time on the earlier to occur of: (x) the date that is five (5) years after the date on which the Company completes its initial Business Combination, (y) the liquidation of the Company in accordance with the Company’s amended and restated memorandum and articles of association (association, as amended, supplemented or otherwise modified amended from time to time, the “Amended and Restated Memorandum and Articles of Association”), if the Company fails to complete a Business Combination, and or (z) other than with respect to the Private Placement Warrants and the Working Capital Warrants to the extent then held by the Sponsor initial purchasers or its their respective Permitted Transferees, 5:00 p.m.as applicable, New York city time, on the Redemption Date (as defined below) as provided in Section 6.3 6.2 hereof (the “Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.2, Section 3.3.2 below with respect to an effective registration statement or a valid exemption therefrom being availablestatement. Except with respect to the right to receive the Redemption Price (as defined below) (other than with respect to a Private Placement Warrant or a Working Capital Warrant to the extent then held by the Sponsor initial purchasers or its any of their respective Permitted Transferees) in the event of a redemption (as set forth in Section 66 hereof), each outstanding Warrant (other than a Private Placement Warrant or a Working Capital Warrant to the extent then held by the Sponsor initial purchasers or its their respective Permitted Transferees in the event of a redemption) not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m., p.m. New York City, City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company shall provide at least twenty (20) days 20 days’ prior written notice of any such extension to Registered Holders of the Warrants; providedWarrants and, further, provided further that any such extension shall be identical in duration among all the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (A) commencing on the later of (i) the date that is thirty (30) days after the first date on which the Company completes a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination, involving the Company and one or more businesses (a “Business Combination and (ii) the date that is twelve (12) months from the date of the closing of the OfferingCombination”), and (B) terminating at the earliest to occur of (x) 5:00 p.m., New York City time, on the earliest to occur of: (x) the date that is five (5) years after the date on which the Company completes its initial Business Combination, (y) the liquidation of the Company in accordance with the Company’s amended and restated memorandum and articles of association (association, as amended, supplemented or otherwise modified amended from time to time, the “Amended and Restated Memorandum and Articles of Association”), if the Company fails to complete a Business Combination, and or (z) other than with respect to the Private Placement Warrants and the Working Capital Warrants then held by the Sponsor or its Permitted TransfereesWarrants, 5:00 p.m., New York city time, on the Redemption Date (as defined below) as provided in Section 6.3 ‎6.2 hereof (the “Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.2, ‎3.3.2 below with respect to an effective registration statement or a valid exemption therefrom being availablestatement. Except with respect to the right to receive the Redemption Price (as defined below) (other than with respect to a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted TransfereesWarrant) in the event of a redemption (as set forth in Section 6‎6 hereof), each outstanding Warrant (other than a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted Transferees in the event of a redemption) not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m., New York CityCity time, time on the Expiration Date. The term “outstanding” as used in this Agreement with respect to any securities shall mean securities that are issued and outstanding. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants; providedWarrants and, further, provided further that any such extension shall be identical in duration among all the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (Ai) commencing on the later of of: (ia) the date that is thirty (30) 30 days after the first date on which the Company completes a Business Combination Combination, and (iib) the date that is twelve (12) 12 months from the date of the closing of the Public Offering, and (Bii) terminating at the earliest to occur of (xa) 5:00 p.m., New York City time, time on the date that is five (5) years after the date on which the Company completes its initial Business Combination, (yb) the liquidation of the Company in accordance with the Company’s amended and restated memorandum and articles of association (association, as amended, supplemented or otherwise modified amended from time to time, the “Amended and Restated Memorandum and Articles of Association”), if the Company fails to complete a Business Combination, and (zc) other than with respect to the Private Placement Warrants and the Working Capital Warrants then held by the Sponsor or its Permitted Transfereespermitted transferees, 5:00 p.m., New York city time, City time on the Redemption Date (as defined below) as provided in Section 6.3 hereof (the “Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.23.3.2 below, with respect to an effective registration statement or a valid exemption therefrom being available. Except with respect to the right to receive the Redemption Price (as defined below) (other than with respect to a Private Placement Warrant or a Working Capital Warrant Warrants then held by the Sponsor or its Permitted Transfereespermitted transferees) in the event of a redemption (as set forth in Section 66 hereof), each Warrant (other than a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted Transferees permitted transferees in the event of a redemption) not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m., p.m. New York City, City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, provided that the Company shall provide at least twenty (20) 20 days prior written notice of any such extension to Registered Holders registered holders of the Warrants; providedWarrants and, further, provided further that any such extension shall be identical in duration among all the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (A) commencing on the later of (i) the date that is thirty (30) days after the first date on which the Company completes a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company and one or more businesses (a “Business Combination and Combination”) or (ii) the date that is twelve (12) months from the date of the closing of the Offering, and (B) terminating at 5:00 p.m. New York City time on the earliest earlier to occur of (x) 5:00 p.m., New York City time, on the date that is five (5) years after the date on which the Company completes its initial Business Combination, (y) the liquidation of the Company in accordance with the Company’s amended and restated memorandum and articles of association (as amended, supplemented or otherwise modified from time to time, the “Amended and Restated Memorandum and Articles of Association”), if the Company fails to complete a Business Combination, Combination and (z) other than with respect to the Private Placement Warrants and the Working Capital Warrants then held by the Sponsor or its Permitted Transferees, 5:00 p.m., New York city timeWarrants, on the Redemption Date (as defined below) as provided in Section 6.3 hereof (such date, the “Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.2, 3.3.2 below with respect to an effective registration statement or a valid exemption therefrom being availablestatement. Except with respect to the right to receive the Redemption Price (as defined below) (other than with respect to a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted TransfereesWarrant) in the event of a redemption (as set forth in Section 66 hereof), each outstanding Warrant (other than a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted Transferees in the event of a redemption) not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m., p.m. New York City, City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, provided that the Company shall provide at least twenty (20) days days’ prior written notice of any such extension to Registered Holders of the Warrants; and provided, further, that any such extension shall be identical in duration among all the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (A) commencing on the later of (i) the date that is thirty (30) days after the first date on which the Company completes a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving the Company and one or more businesses (a “Business Combination and (ii) the date that is twelve (12) months from the date of the closing of the OfferingCombination”), and (B) terminating at the earliest to occur of (x) 5:00 p.m., New York City time, time on the earlier to occur of: (x) the date that is five (5) years after the date on which the Company completes its initial Business Combination, (y) the liquidation of the Company in accordance with the Company’s amended and restated memorandum and articles of association (as amended, supplemented or otherwise modified from time to time, the “Amended and Restated Memorandum and Articles of Association”), if the Company fails to complete a Business Combination, and or (z) other than with respect to the Private Placement Warrants and the Working Capital Warrants to the extent then held by the Sponsor original purchasers thereof or its their Permitted Transferees, 5:00 p.m., New York city time, on the Redemption Date (as defined below) as provided in Section 6.3 6.2 hereof (the “Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.2, 3.3.2 below with respect to an effective registration statement or a valid exemption therefrom being availablestatement. Except with respect to the right to receive the Redemption Price (as defined below) (other than with respect to a Private Placement Warrant or a Working Capital Warrant Warrant) to the extent then held by the Sponsor original purchasers thereof or its their Permitted Transferees) Transferees in the event of a redemption (as set forth in Section 66 hereof), each outstanding Warrant (other than a Private Placement Warrant or a Working Capital Warrant to the extent then held by the Sponsor original purchasers thereof or its their Permitted Transferees in the event of a redemption) not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m., p.m. New York City, City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants; providedWarrants and, further, provided further that any such extension shall be identical in duration among all the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (A) commencing on the later of (i) the date that is thirty (30) days after the first date on which the Company completes a Business Combination and (ii) the date that is twelve (12) months from the date of the closing of the Offering, and (B) terminating at the earliest to occur of (x) 5:00 p.m., New York City time, time on the date that is five (5) years after the date on which the Company completes its initial Business Combination, (y) the liquidation of the Company in accordance with the Company’s amended and restated memorandum and articles of association (association, as amended, supplemented or otherwise modified amended from time to time, the “Amended and Restated Memorandum and Articles of Association”), if the Company fails to complete a Business Combination, and (z) other than with respect to the Private Placement Warrants and the Working Capital Warrants then held by the Sponsor or its Permitted Transferees, 5:00 p.m., New York city time, time on the Redemption Date (as defined below) as provided in Section 6.3 hereof (the “Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.23.3.2 below, with respect to an effective registration statement or a valid exemption therefrom being available. Except with respect to the right to receive the Redemption Price (as defined below) (other than with respect to a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted Transferees) in the event of a redemption (as set forth in Section 66 hereof), each Warrant (other than a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted Transferees in the event of a redemption) not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m., p.m. New York City, City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, provided that the Company shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants; providedWarrants and, further, provided further that any such extension shall be identical in duration among all the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (A) commencing on the later of of: (i) the date that is thirty (30) days after the first date on which the Company completes a Business Combination Combination, and (ii) the date that is twelve (12) months from the date of the closing of the Offering, and (B) terminating at 5:00 p.m., New York City time on the earliest to occur of (x) 5:00 p.m., New York City time, on the date that is five (5) years after the date on which the Company completes its initial Business Combination, (y) the liquidation of the Company in accordance with the Company’s amended and restated memorandum and articles certificate of association (incorporation, as amended, supplemented or otherwise modified amended from time to time; provided, however, that the “Amended and Restated Memorandum and Articles Private Placement Warrants issued to Cowen Investments will not be exercisable more than five years from the commencement of Association”sales of the Offering in accordance with FINRA Rule 5110(g)(8)(A), if the Company fails to complete a Business Combination, and or (z) other than with respect to the Private Placement Warrants and the Working Capital Warrants to the extent then held by the Sponsor Sponsors or its their Permitted Transferees, 5:00 p.m., New York city time, on the Redemption Date (as defined below) as provided in Section 6.3 hereof (the “Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.23.3.2 below, with respect to an effective registration statement or a valid exemption therefrom being available. Except with respect to the right to receive the Redemption Price (as defined below) (other than with respect to a Private Placement Warrant or a Working Capital Warrant then held by any of the Sponsor Sponsors or its their Permitted Transferees) in the event of a redemption (as set forth in Section 66 hereof), each Warrant (other than a Private Placement Warrant or a Working Capital Warrant then held by any of the Sponsor Sponsors or its their Permitted Transferees in the event of a redemption) not exercised on or before the Expiration Date shall become null and void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m., New York CityCity time, time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants; providedWarrants and, further, provided further that any such extension shall be identical in duration among all the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (A) commencing on the later of (i) the date that is thirty (30) 30 days after the first date on which the Company completes a Business Combination and (ii) the date that is twelve (12) months from the date of the closing of the OfferingCombination, and (B) terminating at the earliest to occur of (x) 5:00 p.m., New York City time, time on the date that is five (5) years after the date on which the Company completes its initial Business Combination, (y) the liquidation of the Company in accordance with the Company’s amended and restated memorandum and articles of association (association, as amended, supplemented or otherwise modified amended from time to time, the “Amended and Restated Memorandum and Articles of Association”), if the Company fails to complete a Business Combination, and (z) other than with respect to the Private Placement Warrants and the Working Capital Warrants then held by the Sponsor or its Permitted TransfereesWarrants, 5:00 p.m., New York city time, City time on the Redemption Date (as defined below) as provided in Section 6.3 6.2 hereof (the “Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.23.3.2 below, with respect to an effective registration statement or a valid exemption therefrom being available. Except with respect to the right to receive the Redemption Price (as defined below) (other than with respect to a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted TransfereesWarrant) in the event of a redemption (as set forth in Section 66 hereof), each Warrant (other than a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted Transferees in the event of a redemption) not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m., p.m. New York City, City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, provided that the Company shall provide at least twenty (20) days 20 days’ prior written notice of any such extension to Registered Holders of the Warrants; providedWarrants and, further, provided further that any such extension shall be identical in duration among all the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (A) commencing on the later of (i) the date that is thirty (30) days after the first date on which the Company completes a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving the Company and one or more businesses (a “Business Combination Combination”), and (ii) the date that is twelve (12) months from the date of the closing of the Offering, and (B) terminating at the earliest to occur of (x) 5:00 p.m., New York City time, time on the earlier to occur of: (x) the date that is five (5) years after the date on which the Company completes its initial Business Combination, (y) the liquidation of the Company in accordance with the Company’s amended and restated memorandum and articles of association (the “Articles”), as amended, supplemented or otherwise modified amended from time to time, the “Amended and Restated Memorandum and Articles of Association”), if the Company fails to complete a Business Combination, and Combination or (z) other than with respect to the Private Placement Warrants and the Working Capital Warrants then held by the Sponsor or its Permitted Transferees, 5:00 p.m., New York city time, on the Redemption Date (as defined below) as provided in Section 6.3 hereof (the “Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.2, 3.3.2 below with respect to an effective registration statement or a valid exemption therefrom being available. Except with respect to the right to receive the Redemption Price (as defined below) (other than with respect to a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted Transferees) ), in the event of a redemption (as set forth in Section 66 hereof), each outstanding Warrant (other than a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted Transferees in the event of a redemptionredemption for cash) not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m., p.m. New York City, City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants; providedWarrants and, further, provided further that any such extension shall be identical in duration among all the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (A) commencing on the later of of: (i) the date that is thirty (30) days after the first date on which the Company completes a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving the Company and one or more businesses (a “Business Combination and Combination”), or (ii) the date that is twelve (12) months from the date of the closing of the Offering, and (B) terminating at on the earliest earlier to occur of of: (x) at 5:00 p.m., New York City time, time on the date that is five (5) years after the date on which the Company completes its initial Business Combination, (y) the liquidation of the Company in accordance with the Company’s amended and restated memorandum and articles of association (as amended, supplemented or otherwise modified from time to time, the “Amended and Restated Memorandum and Articles of Association”), if the Company fails to complete a Business Combination, and (z) other than with respect to the Private Placement Warrants and the Working Capital Warrants then held by the Sponsor or its Permitted TransfereesWarrants, 5:00 p.m., New York city time, on the Redemption Date (as defined below) as provided in Section 6.3 6.2 hereof (the “Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.23.3.2 below, with respect to an effective registration statement or a valid exemption therefrom being availablestatement. Except with respect to the right to receive the Redemption Price (as defined below) (other than with respect to a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted TransfereesWarrant) in the event of a redemption (as set forth in Section 66 hereof), each outstanding Warrant (other than a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted Transferees in the event of a redemption) not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m., p.m. New York City, City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants; providedWarrants and, further, provided further that any such extension shall be identical in duration among all the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (A) commencing on the later of (i) the date that is thirty (30) days after the first date on which consummation by the Company completes of a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination Combination”) (as described more fully in the Registration Statement) and (ii) the date that is twelve (12) months from the date of the closing of the Offering, and (B) terminating at the earliest to occur of (x) 5:00 p.m., New York City time, time on the earlier to occur of (i) the date that is five (5) years after the date on which the Company completes its initial consummates a Business Combination, (y) the liquidation of the Company in accordance with the Company’s amended and restated memorandum and articles of association (as amended, supplemented or otherwise modified from time to time, the “Amended and Restated Memorandum and Articles of Association”), if the Company fails to complete a Business Combination, and (zii) other than with respect to the Private Placement Warrants and the Working Capital Warrants then held by the Sponsor initial purchasers or its their respective Permitted TransfereesTransferees with respect to a redemption pursuant to Section 6.1 (an “Inapplicable Redemption”), at 5:00 p.m., New York city time, City time on the Redemption Date (as defined below) as provided in Section 6.3 6.2 of this Agreement and (iii) the liquidation of the Trust Account (defined below) (“Expiration Date”); provided, however, that . The period of time from the exercise date the Warrants will first become exercisable until the expiration of any Warrant the Warrants shall hereafter be subject referred to as the satisfaction of any applicable conditions, as set forth in subsection 3.3.2, with respect to an effective registration statement or a valid exemption therefrom being available. “Exercise Period.” Except with respect to the right to receive the Redemption Price (as defined below) (other than with respect to a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted Transferees) in the event of a redemption (as set forth in Section 66 hereunder), as applicable, each outstanding Warrant (other than a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted Transferees in the event of a redemptionan Inapplicable Redemption) not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m., New York City, time the close of business on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company shall will provide at least twenty (20) days days’ prior written notice of any such extension to Registered Holders of the Warrants; providedregistered holders and, further, provided further that any such extension shall be identical in duration among applied consistently to all of the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (A) commencing on the later of (i) the date that is thirty (30) days after the first date on which the Company completes consummates a merger, share exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses or entities (“Business Combination Combination”), and (ii) the date that is twelve (12) months from the date of the closing of the Public Offering, and (B) terminating at the earliest to occur of (x) 5:00 p.m., New York City time, time on the earlier to occur of: (x) the date that is five (5) years after the date on which the Company completes its initial Business Combination, (y) the liquidation of the Company in accordance with the Company’s amended and restated memorandum and articles of association (as amended, supplemented or otherwise modified from time to time, the “Amended and Restated Memorandum and Articles of Association”), if the Company fails to complete a Business Combination, and (z) other than with respect to the Private Placement Warrants and the Working Capital Warrants then held by the Sponsor initial purchasers or its their respective Permitted TransfereesTransferees with respect to a redemption pursuant to Section 6.1 hereof (an “Inapplicable Redemption”), at 5:00 p.m., New York city time, City time on the Redemption Date (as defined below) as provided in Section 6.3 6.2 of this Agreement and (z) the liquidation of the Company (“Expiration Date”); provided, however, that . The period of time from the exercise date the Warrants will first become exercisable until the expiration of any Warrant the Warrants shall hereafter be subject referred to as the satisfaction of any applicable conditions, as set forth in subsection 3.3.2, with respect to an effective registration statement or a valid exemption therefrom being available. “Exercise Period.” Except with respect to the right to receive the Redemption Price (as defined below) (other than with respect to a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted Transferees) in the event of a redemption (as set forth in Section 66 hereunder), each outstanding Warrant (other than a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted Transferees in the event of a redemptionan Inapplicable Redemption) not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m., New York City, time the close of business on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants; providedregistered holders and, further, provided further that any such extension shall be identical in duration among to all of the Warrants. Notwithstanding anything to the contrary, the Macquarie Affiliate shall not exercise the Private Warrants it will receive pursuant to the Letter Agreement after the five-year anniversary of the effective date of the Registration Statement.

Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (A) commencing on the later of of: (i) the date that is thirty (30) days after the first date on which the Company completes a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving the Company and one or more businesses (a “Business Combination and Combination”), or (ii) the date that is twelve (12) months from the date of the closing of the Offering, and (B) terminating at the earliest to occur of (x) 5:00 p.m., New York City time, on the earlier to occur of: (x) the date that is five (5) years after the date on which the Company completes its initial Business Combination, (y) the liquidation of the Company in accordance with the Company’s amended and restated memorandum and articles certificate of association (incorporation, as amended, supplemented or otherwise modified amended from time to time, the “Amended and Restated Memorandum and Articles of Association”), if the Company fails to complete a Business Combination, and or (z) other than with respect to the Private Placement Warrants and the Working Capital Warrants to the extent then held by the Sponsor original purchasers thereof or its their Permitted Transferees, 5:00 p.m., New York city time, on the Redemption Date (as defined below) as provided in Section 6.3 6.2 hereof (the “Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.2, 3.3.2 below with respect to an effective registration statement or a valid exemption therefrom being availablestatement. Except with respect to the right to receive the Redemption Price (as defined below) (other than with respect to a Private Placement Warrant or a Working Capital Warrant Warrant) to the extent then held by the Sponsor original purchasers thereof or its their Permitted Transferees) Transferees in the event of a redemption (as set forth in Section 66 hereof), each outstanding Warrant (other than a Private Placement Warrant or a Working Capital Warrant to the extent then held by the Sponsor original purchasers thereof or its their Permitted Transferees in the event of a redemption) not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m., New York CityCity time, time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants; providedWarrants and, further, provided further that any such extension shall be identical in duration among all the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (A) commencing on the later of of: (i) the date that is thirty (30) days after the first date on which the Company completes a Business Combination Combination, and (ii) the date that is twelve (12) months from the date of the closing of the Offering, and (B) terminating at 5:00 p.m., New York City time on the earliest to occur of (x) 5:00 p.m., New York City time, on the date that is five (5) years after the date on which the Company completes its initial Business Combination, (y) the liquidation of the Company in accordance with the Company’s amended and restated memorandum and articles certificate of association (incorporation, as amended, supplemented or otherwise modified amended from time to time, the “Amended and Restated Memorandum and Articles of Association”), if the Company fails to complete a Business Combination, and or (z) other than with respect to the Private Placement Warrants and the Working Capital Warrants to the extent then held by the Sponsor or its Permitted Transferees, 5:00 p.m., New York city time, on the Redemption Date (as defined below) as provided in Section 6.3 hereof (the “Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.23.3.2 below, with respect to an effective registration statement or a valid exemption therefrom being available. Except with respect to the right to receive the Redemption Price (as defined below) (other than with respect to a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted Transferees) in the event of a redemption (as set forth in Section 66 hereof), each Warrant (other than a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted Transferees in the event of a redemption) not exercised on or before the Expiration Date shall become null and void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m., New York CityCity time, time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants; providedWarrants and, further, provided further that any such extension shall be identical in duration among all the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (A) commencing on the later of of: (i) the date that is thirty (30) days after the first date on which the Company completes a Business Combination Combination, and (ii) the date that is twelve (12) months from the date of the closing of the Offering, and (B) terminating at the earliest to occur of (x) 5:00 p.m., New York City time, time on the date that is five (5) years after the date on which the Company completes its initial Business Combination, (y) the liquidation of the Company in accordance with the Company’s amended and restated memorandum and articles of association (association, as amended, supplemented or otherwise modified amended from time to time, the “Amended and Restated Memorandum and Articles of Association”), if the Company fails to complete a Business Combination, and (z) other than with respect to the Private Placement Warrants and the Working Capital Warrants then held by the Sponsor or its any officers or directors of the Company, or any of their Permitted Transferees, 5:00 p.m., New York city time, Transferees as provided in Section 6.1 hereof on the Redemption Date (as defined below) as provided in Section 6.3 hereof (the “Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.23.3.2 below, with respect to an effective registration statement or a valid exemption therefrom being available. Except with respect to the right to receive the Redemption Price (as defined below) (other than with respect to a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted Transferees) in the event of a redemption (as set forth in Section 66 hereof), each Warrant (other than a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor Sponsor, any officers or its directors of the Company, or their Permitted Transferees in the event of a redemptionredemption pursuant to Section 6.1 hereof) not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m., p.m. New York City, City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, provided that the Company shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants; providedWarrants and, further, provided further that any such extension shall be identical in duration among all the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (A) commencing on the later of of: (i) the date that is thirty (30) days after the first date on which the Company completes a Business Combination Combination, and (ii) the date that is twelve (12) months from the date of the closing of the Public Offering, and (B) terminating at the earliest to occur of (x) 5:00 p.m., New York City time, time on the date that is five (5) years after the date on which the Company completes its initial Business Combination, (y) the liquidation of the Company in accordance with the Company’s amended and restated memorandum and articles of association (as amended, supplemented or otherwise modified from time to time, the “Amended and Restated Memorandum and Articles of Association”), as amended from time to time, if the Company fails to complete a Business Combination, and (z) other than with respect to the Private Placement Warrants and the Working Capital Warrants then held by the Sponsor or its Permitted Transferees, 5:00 p.m., New York city time, on the Redemption Date (as defined below) Transferees with respect to a redemption pursuant to Section 6.1 hereof as provided in Section 6.3 6.2 hereof (the “Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.23.3.2 below, with respect to an effective registration statement or a valid exemption therefrom being available. Except with respect to the right to receive the Redemption Price (as defined below) (other than with respect to a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted TransfereesTransferees in connection with a redemption pursuant to Section 6.1 hereof) in the event of a redemption (as set forth in Section 66 hereof), each Warrant (other than a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted Transferees in the event of a redemptionredemption pursuant to Section 6.1 hereof) not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m., p.m. New York City, City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, provided that the Company shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants; providedWarrants and, further, provided further that any such extension shall be identical in duration among all the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (A) commencing on the later of (i) the date that is thirty (30) days after the first date on which the Company completes a merger, share capital exchange, asset acquisition, share purchase, reorganization or similar business combination, involving the Company and one or more businesses (a “Business Combination Combination”) and (ii) the date that is twelve (12) months from the date of the closing of the Offering, and (B) terminating at the earliest to occur of (x) 5:00 p.m., New York City time, on the earlier to occur of: (w) the date that is five (5) years after the date on which the Company completes its initial Business Combination, (yx) the liquidation of the Company in accordance with the Company’s amended and restated memorandum and articles of association (association, as amended, supplemented or otherwise modified amended from time to time, the “Amended and Restated Memorandum and Articles of Association”), if the Company fails to complete a Business Combination, and (zy) other than with respect to the Private Placement Warrants and the Working Capital Warrants then held by the Sponsor or its Permitted Transferees, 5:00 p.m., New York city time, on the Redemption Date (as defined below) as provided in Section 6.3 6.03 hereof (the “Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.2, 3.03(b) below with respect to an effective post-effective amendment to the Registration Statement or an effective new registration statement or a valid exemption therefrom being availablestatement. Except with respect to the right to receive the Redemption Price (as defined below) (other than with respect to a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted Transferees) in the event of a redemption (as set forth in Section 6Article VI hereof), each outstanding Warrant (other than a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted Transferees in the event of a redemption) not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m., New York CityCity time, time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that (1) the Company shall provide at least twenty (20) days days’ prior written notice of any such extension to Registered Holders of the Warrants; provided, further, Warrants and (2) that any such extension shall be identical in duration among all the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period (the ‘“Exercise Period”) (A) commencing on the later of (i) the date that is thirty (30) days after the first date on which the Company completes a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving the Company and one or more businesses (a “Business Combination Combination”) and (ii) the date that is twelve (12) months from the date of the closing of the Offering, and (B) terminating at the earliest to occur of (x) 5:00 p.m., New York City time, time on the earliest to occur of: (x) the date that is five (5) years after the date on which the Company completes its initial Business Combination, (y) the liquidation of the Company in accordance with the Company’s amended and restated memorandum and articles of association (as amended, supplemented or otherwise modified from time to time, the “Amended and Restated Memorandum and Articles of Association”), if the Company fails to complete a Business Combination, and or (z) other than with respect to the Private Placement Warrants and the Working Capital Warrants then held by the Sponsor or its any officers or directors of the Company, or any of their Permitted TransfereesTransferees with respect to Section 6.1, 5:00 p.m., New York city time, on the Redemption Date (as defined below) as provided in Section 6.3 hereof (the “Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.2, 3.3.2 below with respect to an effective registration statement or a valid exemption therefrom being availablestatement. Except with respect to the right to receive the Redemption Price (as defined below) (other than with respect to a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its any officers or directors of the Company, or their Permitted Transferees) in the event of a redemption (as set forth in Section 66 hereof), each Warrant (other than a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its any officers or directors of the Company, or their Permitted Transferees in the event of a redemptionTransferees) not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m., p.m. New York City, City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants; providedWarrants and, further, provided further that any such extension shall be identical in duration among all the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (A) commencing on the later of (i) the date that is thirty (30) days after the first date on which the Company completes a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving the Company and one or more businesses (a “Business Combination and (ii) the date that is twelve (12) months from the date of the closing of the OfferingCombination”), and (B) terminating at the earliest to occur of (x) 5:00 p.m., New York City time, time on the earliest to occur of: (x) the date that is five (5) years after the date on which the Company completes its initial Business Combination, (y) the liquidation of the Company in accordance with the Company’s amended and restated memorandum and articles of association (as amended, supplemented or otherwise modified from time to time, the “Amended and Restated Memorandum and Articles of Association”), if the Company fails to complete a Business Combination, and (z) other than with respect to the Private Placement Warrants and the Working Capital Warrants to the extent then held by the Sponsor original purchasers thereof or its their Permitted Transferees, 5:00 p.m., New York city time, on the Redemption Date (as defined below) as provided in Section 6.3 6.2 hereof (the “Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.2, 3.3.2 below with respect to an effective registration statement or a valid exemption therefrom being availablestatement. Except with respect to the right to receive the Redemption Price (as defined below) (other than with respect to a Private Placement Warrant or a Working Capital Warrant Warrant) to the extent then held by the Sponsor original purchasers thereof or its their Permitted Transferees) Transferees in the event of a redemption (as set forth in Section 66 hereof), each outstanding Warrant (other than a Private Placement Warrant or a Working Capital Warrant to the extent then held by the Sponsor original purchasers thereof or its their Permitted Transferees in the event of a redemption) not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m., p.m. New York City, City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants; providedWarrants and, further, provided further that any such extension shall be identical in duration among all the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (A) commencing on the later of of: (i) the date that is thirty (30) days after the first date on which the Company completes a Business Combination Combination, and (ii) the date that is twelve (12) months from the date of the closing of the Offering, and (B) terminating at the earliest to occur of (x) 5:00 p.m., New York City time, time on the date that is five (5) years after the date on which the Company completes its initial Business Combination, (y) the liquidation of the Company in accordance with the Company’s amended and restated memorandum and articles of association (association, as amended, supplemented or otherwise modified amended from time to time, the “Amended and Restated Memorandum and Articles of Association”), if the Company fails to complete a Business Combination, and (z) other than with respect to the Private Placement Warrants and the Working Capital Warrants then held by the Sponsor or its Permitted Transfereesa redemption pursuant to Section 6.1 hereof, 5:00 p.m., New York city time, City time on the Redemption Date (as defined below) as provided in Section 6.3 6.2 hereof (the “Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.23.3.2 below, with respect to an effective registration statement or a valid exemption therefrom being available. Except with respect to the right to receive the Redemption Price (as defined below) (other than with respect to a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted Transferees) in the event of a redemption (as set forth in Section 66 hereof), each Warrant (other than a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted Transferees in the event of a redemption) not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m., p.m. New York City, City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, provided that the Company shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants; providedWarrants and, further, provided further that any such extension shall be identical in duration among all the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (A) commencing on the later of (i) the date that is thirty (30) days after the first date on which the Company completes a an initial Business Combination and (ii) the date that is twelve (12) months from the date of the closing of the OfferingCombination, and (B) terminating at the earliest to occur of (x) 5:00 p.m., New York City time, time on the date that is five (5) years after the date on which the Company completes its initial Business Combination, (y) the liquidation of the Company in accordance with the Company’s amended and restated memorandum and articles of association (as amended, supplemented or otherwise modified amended from time to time, the “Amended and Restated Memorandum and Articles of AssociationCharter”), if the Company fails to complete a Business Combination, and (z) other than with respect to the Private Placement Warrants and the Working Capital Warrants then held by the Sponsor or its Permitted Transferees, 5:00 p.m., New York city time, on the Redemption Date (as defined below) as provided with respect to a Warrant, which, for the avoidance of doubt will not include (A) with respect to the Private Placement Warrants then held by the Sponsor or any of its Permitted Transferees, a redemption pursuant to Section 6.1 hereof or, (B) if the Reference Value equals or exceeds $18.00 per share (subject to adjustment in compliance with Section 6.3 4 hereof), a redemption pursuant to Section 6.2 hereof (the earliest to occur of clause (x), (y) and (z) with respect to a Warrant, the “Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.23.3.2 below, with respect to an effective registration statement or a valid exemption therefrom being available. Except with respect to the right to receive the Redemption Price (as defined below) (other than with respect to a Private Placement Each outstanding Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted Transferees) in the event of a redemption (as set forth in Section 6), each Warrant (other than a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted Transferees in the event of a redemption) not exercised on or before the Expiration Date of such Warrant shall become void, and all rights thereunder and all rights in respect thereof under this Agreement (other than in the case of a Redemption, the right to receive the Redemption Price (as defined below)) shall cease at 5:00 p.m., p.m. New York City, City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, provided that the Company shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants; providedWarrants and, further, provided further that any such extension shall be identical in duration among all the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (A) commencing on the later of of: (i) the date that is thirty (30) days after the first date on which the Company completes a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving the Company and one or more businesses (a “Business Combination and Combination”), or (ii) the date that is twelve (12) months from the date of the closing of the Offering, and (B) terminating at the earliest to occur of (x) 5:00 p.m., New York City time, time on the earlier to occur of: (x) the date that is five (5) years after the date on which the Company completes its initial Business Combination, (y) the commencement of the winding up and liquidation of the Company in accordance with the Company’s its amended and restated memorandum and articles certificate of association (incorporation, as amended, supplemented or otherwise modified amended from time to time, the “Amended and Restated Memorandum and Articles of Association”), if the Company fails to complete a Business Combination, and or (z) other than with respect to the Private Placement Warrants and the Working Capital Warrants to the extent then held by the Sponsor original purchasers thereof or its their Permitted Transferees, 5:00 p.m., New York city time, on the Redemption Date (as defined below) as provided in Section 6.3 hereof (the “Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.2, 3.3.2 below with respect to an effective registration statement or a valid exemption therefrom being available. Except with respect to the right to receive the Redemption Price (as defined below) (other than with respect to a Private Placement Warrant or a Working Capital Warrant to the extent then held by the Sponsor original purchasers thereof or its their Permitted Transferees) Transferees in the event of a redemption (as set forth in Section 66 hereof)), each outstanding Warrant (other than a Private Placement Warrant or a Working Capital Warrant to the extent then held by the Sponsor original purchasers thereof or its their Permitted Transferees in the event of a redemptionredemption as provided in Section 6 hereof) not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m., p.m. New York City, City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants; providedWarrants and, further, provided further that any such extension shall be identical in duration among all the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (A) commencing on the later of of: (i) the date that is thirty (30) days after the first date on which the Company completes a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving the Company and one or more businesses (a “Business Combination Combination”) and (ii) the date that is twelve (12) months from the date of the closing of the Offering, and (B) terminating at the earliest to occur of of: (x) at 5:00 p.m., New York City time, time on the date that is five (5) years after the date on which the Company completes its initial Business Combination, (y) the liquidation of the Company in accordance with the Company’s amended and restated memorandum and articles of association (as amended, supplemented or otherwise modified from time to time, the “Amended and Restated Memorandum and Articles of Association”), if the Company fails to complete a Business Combination, and (z) other than with respect to the Private Placement Warrants and the Working Capital Warrants then held by the Sponsor or its any officers or directors of the Company, or any of their Permitted Transferees, with respect to Section 6.1 hereof, at 5:00 p.m., New York city time, City time on the Redemption Date (as defined below) as provided in Section 6.3 hereof (the “Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.2, 3.3.2 below with respect to an effective registration statement or a valid exemption therefrom being availablestatement. Except with respect to the right to receive the Redemption Price (as defined below) (other than with respect to a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted Transfereesany officers or directors of the Company in connection with a redemption pursuant to Section 6.1 hereof) in the event of a redemption (as set forth in Section 66 hereof), each Warrant (other than a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its any officers or directors of the Company, or their Permitted Transferees Transferees, in the event of a redemptionredemption pursuant to Section 6.1 hereof) not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m., p.m. New York City, City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, provided that the Company shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants; providedWarrants and, further, provided further that any such extension shall be identical in duration among all the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (A) commencing on the later of of: (i) the date that is thirty (30) days after the first date on which the Company completes a merger, consolidation, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving the Company and one or more businesses or entities (a “Business Combination and Combination”), or (ii) the date that is twelve (12) months from the date of the closing of the Offering, Offering and (B) terminating at the earliest earlier to occur of of: (i) (x) with respect to the Underwriter Warrants, the $11.50 Exercise Price Warrants, the Private Warrants, and Working Capital Warrants, 5:00 p.m., New York City time, time on the date that is five (5) years after the date on which the Company completes its initial Business Combination and (y) with respect to the $15 Exercise Price Warrants, 5:00 p.m., New York City time on the date that is ten (10) years after the date on which the Company completes its initial Business Combination, and (yii) the liquidation of the Company in accordance with the Company’s amended and restated memorandum and articles of association (as amended, supplemented or otherwise modified from time to time, the “Amended and Restated Memorandum and Articles of Association”), if the Company fails to complete a Business Combination, and (z) other than with respect to the Private Placement Warrants and the Working Capital Warrants then held by the Sponsor or its Permitted Transferees, 5:00 p.m., New York city time, on the Redemption Date (as defined below) as provided in Section 6.3 (the “Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.23.3.2 hereof, with respect to an effective registration statement or a valid exemption therefrom being available. Except with respect to statement; and provided further, that the right to receive Private Placement Warrants then held by the Redemption Price Underwriters and their Permitted Transferees (as defined below) will not be exercisable more than five (other than 5) years after the effective date of the Registration Statement in accordance with respect to a Private Placement FINRA Rule 5110(g)(A). Each Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted Transferees) in the event of a redemption (as set forth in Section 6), each Warrant (other than a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted Transferees in the event of a redemption) not exercised on or before the Expiration Date shall become null and void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m., New York City, City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants; Warrants and, provided, further, that any such extension shall be identical in duration among all the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (A) commencing on the later of of: (i) the date that is thirty (30) days after the first date on which the Company completes a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, involving the Company and one or more businesses (a “Business Combination Combination”), and (ii) the date that is twelve (12) months from the date of the closing of the Offering, and (B) terminating at the earliest to occur of of: (x) at 5:00 p.m., New York City time, time on the date that is five (5) years after the date on which the Company completes its initial Business Combination, (y) the liquidation of the Company in accordance with the Company’s amended and restated memorandum and articles of association (as amended, supplemented or otherwise modified from time to time, the “Amended and Restated Memorandum and Articles of Association”), if the Company fails to complete a Business Combination, and (z) other than with respect to the Private Placement Warrants and the Working Capital Warrants then held by the Sponsor or its Permitted TransfereesTransferee, as applicable, with respect to a redemption pursuant to Section 6 hereof, at 5:00 p.m., New York city time, City time on the Redemption Date (as defined below) as provided in Section 6.3 hereof (the “Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.23.3.2 below, with respect to an effective registration statement or a valid exemption therefrom being availablestatement. Except with respect to the right to receive the Redemption Price (as defined below) (other than with respect to a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted Transferees) Transferee, as applicable, in connection with a redemption pursuant to Section 6 hereof in the event of a redemption (as set forth in Section 66 hereof)), each outstanding Warrant (other than a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted Transferees Transferees, as applicable, in the event of a redemptionredemption pursuant to Section 6 hereof) not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m., p.m. New York City, City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants; providedWarrants and, further, provided further that any such extension shall be identical in duration among all the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (A) commencing on the later of of: (i) the date that is thirty (30) days after the first date on which the Company completes a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, involving the Company and one or more businesses (a “Business Combination and Combination”), or (ii) the date that is twelve (12) months from the date of the closing of the Offering, and (B) terminating at the earliest to occur of (x) 5:00 p.m., New York City time, time on the earlier to occur of: (a) the date that is five (5) years after the date on which the Company completes its initial Business Combination, (yb) the liquidation of the Company in accordance with the Company’s amended and restated memorandum and articles of association (association, as amended, supplemented or otherwise modified amended from time to time, the “Amended and Restated Memorandum and Articles of Association”), if the Company fails to complete consummate a Business Combination, and (zc) other than with respect to the Private Placement Warrants and the Working Capital Warrants then held by the Sponsor or its Permitted TransfereesWarrants, 5:00 p.m., New York city time, on the Redemption Date (as defined below) as provided in Section 6.3 hereof or (d) the Alternative Redemption Date (as defined below) (the “Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.23.3.2 below, with respect to an effective registration statement or a valid exemption therefrom being availablestatement. Except with respect to the right to receive the Redemption Price (as defined below) or the Alternative Redemption Price (as defined below) (other than with respect to a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted TransfereesWarrant) in the event of a redemption (as set forth in Section 66 hereof), each Warrant (other than a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted Transferees in the event of a redemption) not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m., p.m. New York City, City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants; providedWarrants and, further, provided further that any such extension shall be identical in duration among all the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (A) commencing on the later of (i) the date that is thirty (30) days after the first date on which the Company completes a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination, involving the Company and one or more businesses (a “Business Combination and (ii) the date that is twelve (12) months from the date of the closing of the OfferingCombination”), and (B) terminating at the earliest to occur of (x) 5:00 p.m., New York City time, on the earliest to occur of: (x) the date that is five (5) years after the date on which the Company completes its initial Business Combination, (y) the liquidation of the Company in accordance with the Company’s amended and restated memorandum and articles of association (association, as amended, supplemented or otherwise modified amended from time to time, the “Amended and Restated Memorandum and Articles of Association”), if the Company fails to complete a Business Combination, and or (z) other than with respect to the Private Placement Warrants and the Working Capital Warrants then held by the Sponsor or any of its Permitted Transferees, 5:00 p.m., New York city time, on the Redemption Date (as defined below) as provided in Section 6.3 ‎6.2 hereof (the “Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.2, ‎3.3.2 below with respect to an effective registration statement or a valid exemption therefrom being availablestatement. Except with respect to the right to receive the Redemption Price (as defined below) (other than with respect to a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or any of its Permitted Transferees) in the event of a redemption (as set forth in Section 6‎6 hereof), each outstanding Warrant (other than a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or any of its Permitted Transferees in the event of a redemption) not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m., New York CityCity time, time on the Expiration Date. The term “outstanding” as used in this Agreement with respect to any securities shall mean securities that are issued and outstanding. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants; providedWarrants and, further, provided further that any such extension shall be identical in duration among all the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (A) commencing on the later of of: (i) the date that is thirty (30) days after the first date on which the Company completes a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination, involving the Company and one or more businesses (a “Business Combination Combination”), and (ii) the date that is twelve (12) months from the date of the closing of the Offering, and (B) terminating at the earliest to occur of (x) 5:00 p.m., New York City time, on the earliest to occur of: (x) the date that is five (5) years after the date on which the Company completes its initial Business Combination, (y) the liquidation of the Company in accordance with the Company’s amended and restated memorandum and articles of association (association, as amended, supplemented or otherwise modified amended from time to time, the “Amended and Restated Memorandum and Articles of Association”), if the Company fails to complete a Business Combination, and or (z) other than with respect to the Private Placement Warrants and the Working Capital Warrants then held by the Sponsor or any of its Permitted Transferees, 5:00 p.m., New York city time, on the Redemption Date (as defined below) as provided in Section 6.3 ‎6.2 hereof (the “Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.2, ‎3.3.2 below with respect to an effective registration statement or a valid exemption therefrom being availablestatement. Except with respect to the right to receive the Redemption Price (as defined below) (other than with respect to a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or any of its Permitted Transferees) in the event of a redemption (as set forth in Section 6‎6 hereof), each outstanding Warrant (other than a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or any of its Permitted Transferees in the event of a redemption) not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m., New York CityCity time, time on the Expiration Date. The term “outstanding” as used in this Agreement with respect to any securities shall mean securities that are issued and outstanding. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants; providedWarrants and, further, provided further that any such extension shall be identical in duration among all the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (A) commencing on the later of of: (i) the date that is thirty (30) days after following the first date on which the Company completes a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving the Company and one or more businesses (a “Business Combination Combination”), and (ii) the date that is twelve (12) months from the date of the closing of the Offering, and (B) terminating at the earliest to occur of (x) 5:00 p.m., New York City time, time on the earlier to occur of: (w) the date that is five (5) years after the date on which the Company completes its initial Business Combination, (yx) the liquidation of the Company in accordance with the Company’s amended and restated memorandum and articles certificate of association (incorporation, as amended, supplemented or otherwise modified amended from time to time, the “Amended and Restated Memorandum and Articles of Association”), if the Company fails to complete a Business Combination, and or (zy) other than with respect to the Private Placement Warrants, Working Capital Warrants and the Working Capital Extension Warrants then held by the Sponsor or its any officers or directors of the Company, or any of their Permitted TransfereesTransferees as provided in Section 6.1, 5:00 p.m., New York city time, on the Redemption Date (as defined below) as provided in Section 6.3 6.2 hereof (the “Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.2, 3.3.2 below with respect to an effective registration statement or a valid exemption therefrom being availablestatement. Except with respect to the right to receive the Redemption Price (as defined below) (other than with respect to a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted Transferees) ), in the event of a redemption (as set forth in Section 66 hereof), each outstanding Warrant (other than a Private Placement Warrant or a Warrant, Working Capital Warrant then or an Extension Warrant held by the Sponsor or its any officers or directors of the Company, or their Permitted Transferees Transferees, in the event of a redemptionredemption for cash) not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m., p.m. New York City, City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants; providedWarrants and, further, provided further that any such extension shall be identical in duration among all the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (A) commencing on the later of of: (i) the date that is thirty (30) days after the first date on which the Company completes a Business Combination Combination, and (ii) the date that is twelve (12) months from the date of the closing of the Offering, and (B) terminating at the earliest to occur of (x) 5:00 p.m., New York City time, time on the earlier to occur of: (w) the date that is five (5) years after the date on which the Company completes its initial Business Combination, (yx) the liquidation of the Company in accordance with the Company’s certificate of incorporation, as amended and restated memorandum and articles of association (as amended, supplemented or otherwise modified from time to time, the “Amended and Restated Memorandum and Articles of Association”), if the Company fails to complete consummate a Business Combination, and (zy) other than with respect to the Private Placement Warrants and the Working Capital Warrants then held by the Sponsor or its Permitted TransfereesWarrants, 5:00 p.m., New York city time, on the Redemption Date (as defined below) as provided in Section 6.3 6.2 hereof (the “Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.23.3.2 below, with respect to an effective registration statement or a valid exemption therefrom being availablestatement. Except with respect to the right to receive the Redemption Price (as defined below) (other than with respect to a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted TransfereesWarrant) in the event of a redemption (as set forth in Section 66 hereof), each Warrant (other than a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted Transferees in the event of a redemption) not exercised on or before the Expiration Date shall become null and void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m., p.m. New York City, City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants; provided, furtherand, provided further that any such extension shall be identical in duration among all the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (A) commencing on the later of of: (i) the date that is thirty (30) days after the first date on which the Company completes a its initial Business Combination and Combination, or (ii) the date that is twelve (12) months from the date of the closing of the Offering, and (B) terminating at the earliest to occur of (x) 5:00 p.m., New York City time, time on the earlier to occur of: (x) the date that is five (5) years after the date on which the Company completes its initial Business Combination, (y) the liquidation of the Company Company’s trust account in accordance with the Company’s amended and restated memorandum and articles certificate of association (incorporation, as amended, supplemented or otherwise modified amended from time to time, the “Amended and Restated Memorandum and Articles of Association”), if the Company fails to complete a consummate an initial Business Combination, and or (z) other than with respect to the Private Placement Warrants and the Working Capital Warrants then held by the Sponsor or its Permitted TransfereesWarrants, 5:00 p.m., New York city time, on the Redemption Date (as defined below) as provided in Section 6.3 6.2 hereof (the “Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.23.3.2 below, with respect to an effective registration statement or a valid exemption therefrom being availablestatement. Except with respect to the right to receive the Redemption Price (as defined below) (other than with respect to a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted TransfereesWarrant) in the event of a redemption (as set forth in Section 66 hereof), each Warrant (other than a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted Transferees in the event of a redemption) not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m., p.m. New York City, City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants; providedWarrants and, further, provided further that any such extension shall be identical in duration among all the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (A) commencing on the later of (i) the date that is thirty (30) days after the first date on which the Company completes a Business Combination and (ii) the date that is twelve (12) months from the date of the closing of the OfferingCombination, and (B) terminating at the earliest to occur of (x) 5:00 p.m., New York City time, time on the date that is five (5) years after the date on which the Company completes its initial Business Combination, (y) the liquidation of the Company in accordance with the Company’s amended and restated memorandum and articles of association (association, as amended, supplemented or otherwise modified amended from time to time, the “Amended and Restated Memorandum and Articles of Association”), if the Company fails to complete a Business Combination, and (z) other than with respect to the Private Placement Warrants and the Working Capital Warrants then held by the Sponsor or its Permitted TransfereesWarrants, 5:00 p.m., New York city time, City time on the Redemption Date (as defined below) as provided in Section 6.3 6.2 hereof (the “Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.23.3.2 below, with respect to an effective registration statement or a valid exemption therefrom being available. Except with respect to the right to receive the Redemption Price (as defined below) (other than with respect to a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted TransfereesWarrant) in the event of a redemption (as set forth in Section 66 hereof), each Warrant (other than a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted Transferees in the event of a redemption) not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m., p.m. New York City, City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, provided that the Company shall provide at least twenty (20) days days’ prior written notice of any such extension to Registered Holders of the Warrants; providedWarrants and, further, provided further that any such extension shall be identical in duration among all the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (Aa) commencing on the later of of: (i) the date that is thirty (30) days after the first date on which the Company completes a Business Combination Combination; and (ii) the date that is twelve (12) months from the date of the closing of the Offering, ; and (Bb) terminating at the earliest to occur of of: (x) 5:00 p.m., New York City time, time on the date that is five (5) years after the date on which the Company completes its initial Business Combination, ; (y) the liquidation of the Company in accordance with the Company’s amended and restated memorandum and articles of association (association, as amended, supplemented or otherwise modified amended from time to time, the “Amended and Restated Memorandum and Articles of Association”), if the Company fails to complete a Business Combination, ; and (z) other than with respect to the Private Placement Warrants and the Working Capital Warrants then held by the Sponsor or its Permitted Transferees, 5:00 p.m., New York city time, City time on the Redemption Date (as defined below) as provided in Section 6.3 6.2 hereof (the “Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.23.3.2 below, with respect to an effective registration statement or a valid exemption therefrom being available. As used herein, the term “Business Combination” shall mean any acquiring, engaging in a share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with one or more businesses or entities by the Company. Except with respect to the right to receive the Redemption Price (as defined below) (other than with respect to a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted Transferees) in the event of a redemption (as set forth in Section 6), each Warrant (other than a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted Transferees in the event of a redemption) not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m., p.m. New York City, City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants; providedWarrants and, further, provided further that any such extension shall be identical in duration among all the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (A) commencing on the later of (i) the date that is thirty (30) 30 days after the first date on which the Company completes a the transactions contemplated by the Business Combination Agreement (a “Business Combination”) and (ii) the date that is twelve (12) months from the date of the closing of the Offering, and (B) terminating at the earliest to occur of (x) 5:00 p.m., New York City time, time on the earlier to occur of: (x) the date that is five (5) years after the date on which the Company completes its initial the Business Combination, (y) the liquidation of the Company in accordance with the Company’s amended and restated memorandum and articles of association (association, as amended, supplemented or otherwise modified amended from time to time, the “Amended and Restated Memorandum and Articles of Association”), if the Company fails to complete a Business Combination, and or (z) other than with respect to the Private Placement Warrants and to the Working Capital Warrants extent then held by the Sponsor initial purchasers or its their respective Permitted Transferees, 5:00 p.m.as applicable, New York city time, on the Redemption Date (as defined below) as provided in Section 6.3 7.2 hereof (the “Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.2, Section 4.3.2 below with respect to an effective registration statement or a valid exemption therefrom being availablestatement. Except with respect to the right to receive the Redemption Price (as defined below) (other than with respect to a Private Placement Warrant or a Working Capital Warrant to the extent then held by the Sponsor initial purchasers or its any of their respective Permitted Transferees) in the event of a redemption (as set forth in Section 67 hereof), each outstanding Warrant (other than a Private Placement Warrant or a Working Capital Warrant to the extent then held by the Sponsor initial purchasers or its their respective Permitted Transferees in the event of a redemption) not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m., p.m. New York City, City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company shall provide at least twenty (20) days 20 days’ prior written notice of any such extension to Registered Holders of the Warrants; providedWarrants and, further, provided further that any such extension shall be identical in duration among all the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (A) commencing on the later of (i) the date that is thirty (30) days after the first date on which the Company completes a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar business combination, involving the Company and one or more businesses (a “Business Combination and (ii) the date that is twelve (12) months from the date of the closing of the OfferingCombination”), and (B) terminating at on the earliest earlier to occur of of: (xi) at 5:00 p.m., New York City time, time on the date that is five (5) years after the date on which the Company completes its initial Business Combination, (yii) the liquidation of the Company in accordance with the Company’s amended and restated memorandum and articles of association (as amended, supplemented or otherwise modified from time to time, the “Amended and Restated Memorandum and Articles of Association”), if the Company fails to complete a Business Combination, and (ziii) other than with respect to the Private Placement Warrants and the Working Capital Warrants then held by the Sponsor or its any officers or directors of the Company, or any of their Permitted TransfereesTransferees as provided in Section 6.1, 5:00 p.m., New York city time, on the Redemption Date (as defined below) as provided in Section 6.3 6.2 hereof (the “Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.23.3.2 below, with respect to an effective registration statement or a valid exemption therefrom being availablestatement. Except with respect to the right to receive the Redemption Price (as defined below) (other than with respect to a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted Transferees) in the event of a redemption (as set forth in Section 66 hereof), each outstanding Warrant (other than a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its any officers or directors of the Company, or their Permitted Transferees Transferees, in the event of a redemptionredemption for cash) not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m., p.m. New York City, City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, provided that the Company shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants; providedWarrants and, further, provided further that any such extension shall be identical in duration among all the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (Aa) commencing on the later of of: (i) the date that is thirty (30) days after the first date on which the Company completes a Business Combination Combination, and (ii) the date that is twelve (12) months from the date of the closing of the Offering, ; and (Bb) terminating at the earliest to occur of of: (x) 5:00 p.m., New York City time, time on the date that is five (5) years after the date on which the Company completes its initial Business Combination, ; (y) the liquidation of the Company in accordance with the Company’s amended and restated memorandum and articles certificate of association (incorporation, as amended, supplemented or otherwise modified amended from time to time, the “Amended and Restated Memorandum and Articles of Association”), if the Company fails to complete a Business Combination, ; and (z) other than with respect to the Private Placement Warrants and the Working Capital Warrants then held by the Sponsor or its Permitted Transferees, 5:00 p.m., New York city time, City time on the Redemption Date (as defined below) as provided in Section 6.3 6.2 hereof (the “Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.2, 3.3.2 below with respect to an effective registration statement or a valid exemption therefrom being available. Except with respect to the right to receive the Redemption Price (as defined below) (other than with respect to a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted Transferees) in the event of a redemption (as set forth in Section 6), each Warrant (other than a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted Transferees in the event of a redemption) not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m., p.m. New York City, City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants; providedWarrants and, further, provided further that any such extension shall be identical in duration among all the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (A) commencing on the later of of: (i) the date that is thirty (30) days after the first date on which the Company completes a Business Combination Combination, and (ii) the date that is twelve (12) months from the date of the closing of the Offering, and (B) terminating at the earliest to occur of (x) 5:00 p.m., New York City time, time on the date that is five (5) years after the date on which the Company completes its initial Business Combination, (y) the liquidation of the Company in accordance with the Company’s amended and restated memorandum and articles of association (association, as amended, supplemented or otherwise modified amended from time to time, the “Amended and Restated Memorandum and Articles of Association”), if the Company fails to complete a Business Combination, and (z) other than with respect to the Private Placement Warrants and the Working Capital Warrants then held by the Sponsor or its Permitted Transferees, 5:00 p.m., New York city time, City time on the Redemption Date (as defined below) as provided in Section 6.3 hereof (the “Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.23.3.2 below, with respect to an effective registration statement or a valid exemption therefrom being available. Except with respect to the right to receive the Redemption Price (as defined below) (other than with respect to a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted Transferees) in the event of a redemption (as set forth in Section 6), each Warrant (other than a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted Transferees in the event of a redemption) redemption (as set forth in Section 6 hereof), each Warrant (other than a Private Placement Warrant then held by the Sponsor or its Permitted Transferees not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m., p.m. New York City, City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, provided that the Company shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants; providedWarrants and, further, provided further that any such extension shall be identical in duration among all the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (A) commencing on the later of (i) the date that is thirty (30) days after the first date on which the Company completes a merger, stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving the Company and one or more businesses (a “Business Combination Combination”), and (ii) the date that is twelve (12) months from the date of the closing of the Offering, and (B) terminating at upon the earliest to occur of (x) at 5:00 p.m., New York City time, on the date that is five (5) years after the date on which the Company completes its initial Business Combination, (y) the liquidation of the Company in accordance with the Company’s second amended and restated memorandum and articles certificate of association (incorporation, as further amended, supplemented or otherwise modified from time to time, time (the “Amended and Restated Memorandum and Articles Certificate of AssociationIncorporation”), if the Company fails to complete consummate a Business Combination, Combination and (z) other than with respect to the Private Placement Warrants and the Working Capital Warrants then held by the Sponsor or its Permitted Transfereesa permitted Transferee, at 5:00 p.m., New York city City time, on the Redemption Date (as defined below) as provided in Section 6.3 (the “Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.2, 3.3.2 with respect to an effective registration statement or a valid exemption therefrom being available. Except with respect to the right to receive the Redemption Price (as defined below) (other than with respect to a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its a Permitted TransfereesTransferee) in the event of a redemption (as set forth in Section 6), each Warrant (other than a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its a Permitted Transferees in the event of a redemptionTransferee) not exercised on or before the Expiration Date shall become null and void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m., New York CityCity time, time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants; provided, further, that any such extension shall be identical in duration among all the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (A) commencing on the later of (i) the date that is thirty (30) days after the first date on which the Company completes a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, involving the Company and one or more businesses (a “Business Combination Combination”) and (ii) the date that is twelve (12) months from the date of the closing of the Offering, and (B) terminating at the earliest to occur of of: (x) at 5:00 p.m., New York City time, time on the date that is five (5) years after the date on which the Company completes its initial Business Combination, (y) the liquidation of the Company in accordance with the Company’s amended and restated memorandum and articles of association (as amended, supplemented or otherwise modified from time to time, the “Amended and Restated Memorandum and Articles of Association”), if the Company fails to complete a Business Combination, and (z) other than with respect to the Private Placement Warrants and Warrants, the Working Capital Warrants then held by the Sponsor or its Permitted Transfereesand Extension Warrants, at 5:00 p.m., New York city time, City time on the Redemption Date (as defined below) as provided in Section 6.3 hereof (the “Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.23.3.2 below, with respect to an effective registration statement or a valid exemption therefrom being available. Except with respect to the right to receive the Redemption Price (as defined below) (other than with respect to a Private Placement Warrant or Warrant, a Working Capital Warrant then held by the Sponsor or its Permitted Transfereesan Extension Warrant) in the event of a redemption (as set forth in Section 66 hereof), each outstanding Warrant (other than a Private Placement Warrant or Warrant, a Working Capital Warrant then held by the Sponsor or its Permitted Transferees in the event of a redemptionan Extension Warrant) not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m., p.m. New York City, City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants; providedWarrants and, further, provided further that any such extension shall be identical in duration among all the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (A) commencing on the later of (i) the date that is thirty (30) days after the first date on which the Company completes a Business Combination and (ii) the date that is twelve (12) months from the date of the closing of the OfferingCombination, and (B) terminating at the earliest to occur of (x) 5:00 p.m., New York City time, time on the date that is five (5) years after the date on which the Company completes its initial Business Combination, (y) the liquidation of the Company in accordance with the Company’s amended and restated memorandum and articles of association (association, as amended, supplemented or otherwise modified amended from time to time, the “Amended and Restated Memorandum and Articles of Association”), if the Company fails to complete a Business Combination, and (z) other than with respect to the Private Placement Warrants and with respect to a redemption pursuant to Section 6.1 hereof or, if the Working Capital Warrants then held by the Sponsor Reference Value equals or its Permitted Transfereesexceeds $18.00 per share (subject to adjustment in compliance with Section 4 hereof), Section 6.2 hereof (each, an “Inapplicable Redemption”), 5:00 p.m., New York city time, City time on the Redemption Date (as defined below) as provided in Section 6.3 6.4 hereof (the “Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.23.3.2 below, with respect to an effective registration statement or a valid exemption therefrom being available. Except with respect to the right to receive the Redemption Price (as defined below) (other than with respect to a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted Transfereesan Inapplicable Redemption) in the event of a redemption (as set forth in Section 66 hereof), each Warrant (other than a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted Transferees in the event of a redemptionan Inapplicable Redemption) not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m., p.m. New York City, City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, provided that the Company shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants; providedWarrants and, further, provided further that any such extension shall be identical in duration among all the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (A) commencing on the later of of: (i) the date that is thirty (30) days after the first date on which the Company completes a Business Combination Combination, and (ii) the date that is twelve (12) months from the date of the closing of the Offering, and (B) terminating at the earliest to occur of (x) 5:00 p.m., New York City time, time on the date that is five (5) years after the date on which the Company completes its initial Business Combination, (y) the liquidation of the Company in accordance with the Company’s amended and restated memorandum and articles certificate of association (incorporation, as amended, supplemented or otherwise modified amended from time to time, the “Amended and Restated Memorandum and Articles of Association”), if the Company fails to complete a Business Combination, and (z) other than with respect to the Private Placement Warrants and the Working Capital Warrants then held by the Sponsor or its Permitted TransfereesWarrants, 5:00 p.m., New York city time, City time on the Redemption Date (as defined below) as provided in Section 6.3 6.2 hereof (the “Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.23.3.2 below, with respect to an effective registration statement or a valid exemption therefrom being available. Except with respect to the right to receive the Redemption Price (as defined below) (other than with respect to a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted TransfereesWarrant) in the event of a redemption (as set forth in Section 66 hereof), each Warrant (other than a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted Transferees in the event of a redemption) not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m., p.m. New York City, City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, provided that the Company shall provide at least twenty (20) days days’ prior written notice of any such extension to Registered Holders of the Warrants; providedWarrants and, further, provided further that any such extension shall be identical in duration among all the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (A) commencing on the later of of: (i) the date that is thirty (30) days after the first date on which the Company completes a Business Combination Partnering Transaction, and (ii) the date that is twelve (12) months from the date of the closing of the Offering, and (B) terminating at the earliest to occur of of: (xw) 5:00 p.m., New York City time, on the date that is five (5) years after the date on which the Company completes its initial Business CombinationPartnering Transaction, (yx) the liquidation of the Company in accordance with the Company’s certificate of incorporation, as amended, restated or amended and restated memorandum and articles of association (as amended, supplemented or otherwise modified from time to time, the “Amended and Restated Memorandum and Articles of Association”), if the Company fails to complete consummate a Business CombinationPartnering Transaction, and (zy) other than with respect to the Private Placement Warrants and the Working Capital Warrants then held by the Sponsor or its Permitted Transferees, 5:00 p.m., New York city time, on the Redemption Date (as defined below) as provided in Section 6.3 hereof (the “Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.2Section 3.3.2 below, with respect to an effective registration statement or a valid exemption therefrom being available. Except with respect to the right to receive the Redemption Price (as defined below) (other than with respect to a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted Transferees) in the event of a redemption (as set forth in Section 66 hereof), each Warrant (other than a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted Transferees in the event of a redemption) not exercised on or before the Expiration Date shall become null and void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m., p.m. New York City, City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, provided that the Company shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants; providedWarrants and, further, provided further that any such extension shall be identical in duration among all the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (A) commencing on the later of (i) the date that is thirty completion of an acquisition by the Company of one or more operating businesses or assets through a merger, capital stock exchange, asset or stock acquisition, exchangeable share transaction or other similar business combination having collectively a transaction value (30as defined in the prospectus contained in the Registration Statement) days of at least 80% of the Company’s net assets at the time of the acquisition (a “Business Combination”), and (ii) one year after the first effective date of the Registration Statement, and terminating at 5:00 p.m., New York City time on which the Company completes a Business Combination earlier to occur of (i) five years after the effective date of the Registration Statement and (ii) the date that is twelve (12) months from the date fixed for redemption of the closing of the Offering, and (B) terminating at the earliest to occur of (x) 5:00 p.m., New York City time, on the date that is five (5) years after the date on which the Company completes its initial Business Combination, (y) the liquidation of the Company in accordance with the Company’s amended and restated memorandum and articles of association (as amended, supplemented or otherwise modified from time to time, the “Amended and Restated Memorandum and Articles of Association”), if the Company fails to complete a Business Combination, and (z) other than with respect to the Private Placement Warrants and the Working Capital Warrants then held by the Sponsor or its Permitted Transferees, 5:00 p.m., New York city time, on the Redemption Date (as defined below) as provided in Section 6.3 6 of this Warrant Agreement (the “Expiration Date”); provided, however, that the Warrants shall not be exercisable and the Company shall not be obligated to issue Common Stock in respect thereof unless, at the time a holder seeks to exercise the Warrants, a prospectus relating to the Common Stock issuable upon exercise of any Warrant shall the Warrants is current and the Common Stock has been registered or qualified or deemed to be subject to exempt under the satisfaction securities laws of any applicable conditions, as set forth in subsection 3.3.2, with respect to an effective registration statement or a valid exemption therefrom being availablethe state of residence of the holder of the Warrants. Except with respect to the right to receive the Redemption Price (as defined below) (other than with respect to a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted Transferees) in the event of a redemption (as set forth in Section 66 hereunder), each Warrant (other than a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted Transferees in the event of a redemption) not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Warrant Agreement shall cease at 5:00 p.m., New York City, time the close of business on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that any extension of the duration of the Warrants must apply equally to all of the Warrants. Should the Company wish to extend the Expiration Date of the Warrants, the Company shall provide advance notice to the American Stock Exchange, and shall, if possible, provide at least twenty (20) days prior written two months’ advance notice to the American Stock Exchange, but in no event will the Company provide less than 20 days’ advance notice of any such extension to Registered Holders of the Warrants; provided, further, that any such extension shall be identical in duration among all the WarrantsAmerican Stock Exchange.

Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (A) commencing on the later to occur of (i) the date that is thirty (30) days after completion of the first date on which the Company completes a Business Combination Company’s initial business combination and (ii) the date that is twelve (12) 12 months from the date of following the closing of the Public Offering, and (B) terminating at the earliest to occur of (x) 5:00 p.m., New York City time, on the date that is earlier to occur of (i) (A) five (5) years after following the date on which the Company completes its initial Business Combination, (y) the liquidation completion of the Company in accordance with the Company’s amended and restated memorandum and articles of association (as amendedinitial business combination, supplemented or otherwise modified from time to time, other than the “Amended and Restated Memorandum and Articles of Association”), if the Company fails to complete a Business CombinationPrivate Warrants purchased by Xxxxxxx Xxxxxxxx LLC, and (zB) other than five years from the effective date of the Registration Statement with respect to the Private Placement Warrants purchased by Xxxxxxx Xxxxxxxx LLC, provided that once the Private Warrants are not beneficially owned by Xxxxxxx Xxxxxxxx LLC or any of its related persons anymore, the Private Warrants may not be exercised five years following the completion of the Company’s initial business combination, and (ii) the Working Capital date fixed for redemption of the Warrants then held by the Sponsor or its Permitted Transferees, 5:00 p.m., New York city time, on the Redemption Date (as defined below) as provided in Section 6.3 6 of this Warrant Agreement (the “Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.2, with respect to an effective registration statement or a valid exemption therefrom being available. Except with respect to the right to receive the Redemption Price (as defined below) (other than with respect to a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted Transferees) in the event of a redemption (as set forth in Section 66 hereunder), each Warrant (other than a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted Transferees in the event of a redemption) not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Warrant Agreement shall cease at 5:00 p.m., New York City, time the close of business on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company shall will provide at least twenty (20) days prior written notice of any such extension not less than 10 days to Registered Holders of the Warrants; provided, further, such extension and that any such extension shall be identical in duration among all of the then outstanding Warrants. Notwithstanding the above, the Private Warrants (and the Private Warrant Shares that are issuable upon exercise of the Private Warrants) to be purchased by Xxxxxxx Xxxxxxxx LLC have been deemed compensation by Financial Industry Regulatory Authority, Inc. (“FINRA”) and are therefore subject to a 180-day lock-up described in the following sentence pursuant to FINRA Rule 5110(e)(1) commencing on the effective date of the Registration Statement as long as Chardan Capital Markets, LLC or any of its related persons beneficially own these Private Warrants. Pursuant to FINRA Rule 5110(e)(1), the Private Warrants (and the Private Warrant Shares that are issuable upon exercise of the Private Warrants) purchased by Xxxxxxx Xxxxxxxx LLC will not be sold during the Public Offering, or 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 economic disposition of such securities by any person for a period of 180 days immediately following the effective date of the Registration Statement, except to any underwriter and selected dealer participating in the Public Offering made pursuant to the Registration Statement and their bona fide officers or partners, provided that all such securities so transferred remain subject to the lockup restriction above for the remainder of the time period.

Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (A) commencing on the later of of: (i) the date that is thirty (30) days after the first date on which the Company completes a Business Combination Combination, and (ii) the date that is twelve (12) months from the date of the closing of the Offering, and (B) terminating at the earliest earlier to occur of of: (xw) 5:00 p.m., New York City time, time on the date that is five (5) years after the date on which the Company completes its initial Business Combination, (yx) the liquidation of the Company in accordance with the Company’s certificate of incorporation, as amended and restated memorandum and articles of association (as amended, supplemented or otherwise modified from time to time, the “Amended and Restated Memorandum and Articles of Association”), if the Company fails to complete consummate a Business Combination, and (zy) other than with respect to the Private Placement Warrants and the Working Capital Sponsor Warrants then held by the Sponsor or its Permitted Transferees, 5:00 p.m., New York city time, on the Redemption Date (as defined below) as provided in Section 6.3 hereof (the “Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.23.3.2 below, with respect to an effective registration statement or a valid exemption therefrom being available. Except with respect to the right to receive the Redemption Price (as defined below) (other than with respect to a Private Placement Warrant or a Working Capital Sponsor Warrant then held by the Sponsor or its Permitted Transferees) in the event of a redemption (as set forth in Section 66 hereof), each Warrant (other than a Private Placement Warrant or a Working Capital Sponsor Warrant then held by the Sponsor or its Permitted Transferees in the event of a redemption) not exercised on or before the Expiration Date shall become null and void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m., p.m. New York City, City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, provided that the Company shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants; providedWarrants and, further, provided further that any such extension shall be identical in duration among all the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (A) commencing on the later of the consummation by the Company of a Business Combination and the first anniversary of the date of the final prospectus that forms a part of the Registration Statement, and terminating at 5:00 p.m., New York time on the earlier to occur of (i) the fifth anniversary of the date of the final prospectus that is thirty (30) days after forms a part of the first date on which the Company completes a Business Combination Registration Statement and (ii) the date that is twelve (12) months from the date fixed for redemption of the closing of the Offering, and (B) terminating at the earliest to occur of (x) 5:00 p.m., New York City time, on the date that is five (5) years after the date on which the Company completes its initial Business Combination, (y) the liquidation of the Company in accordance with the Company’s amended and restated memorandum and articles of association (as amended, supplemented or otherwise modified from time to time, the “Amended and Restated Memorandum and Articles of Association”), if the Company fails to complete a Business Combination, and (z) other than with respect to the Private Placement Warrants and the Working Capital Warrants then held by the Sponsor or its Permitted Transferees, 5:00 p.m., New York city time, on the Redemption Date (as defined below) as provided in Section 6.3 Article VI of this Agreement (the “Expiration Date”); provided, however, that that, (i) the Public Warrants shall not be exercisable and the Company shall not be obligated to issue Common Stock in respect thereof unless, at the time a holder seeks to exercise such Public Warrants, a prospectus relating to the Common Stock issuable upon exercise of the Public Warrants is current and the issuance of such Common Stock has been registered or qualified or deemed to be exempt under the securities laws of the state of residence of the holder of such Warrants and (ii) in addition to the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as conditions set forth in subsection 3.3.2this Section 3.2, with respect to an effective registration statement or the Initial Sponsor Warrants may not be exercised unless and until the last sales price of the Common Stock exceeds the Floor Price for any 20 trading days within a valid exemption therefrom being available30 trading day period beginning 90 days after the consummation by the Company of a Business Combination. Except with respect to the right to receive the Redemption Price (as defined below) (other than with respect to a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted Transferees) in the event of a redemption (as set forth in Section 6Article VI hereunder), each Warrant (other than a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted Transferees in the event of a redemption) not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m., New York City, time the close of business on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that any extension of the duration of the Warrants must apply equally to all of the Warrants. Should the Company wish to extend the Expiration Date of the Warrants, the Company shall provide at least twenty (20) days prior written advance notice to any stock exchange on which the Warrants are listed in accordance with the requirements of any such extension to Registered Holders of the Warrants; provided, further, that any such extension shall be identical in duration among all the Warrantsexchange.

Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (A) commencing on the later of of: (i) the date that is thirty (30) days after the first date on which the Company completes a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving the Company and one or more businesses (a “Business Combination Combination”), and (ii) the date that is twelve (12) months from the date of the closing of the Offering, and (B) terminating at the earliest to occur of (x) 5:00 p.m., New York City time, time on the earlier to occur of: (x) the date that is five (5) years after the date on which the Company completes its initial Business Combination, (y) the liquidation of the Company in accordance with the Company’s amended and restated memorandum and articles certificate of association incorporation (the “Charter”), as amended, supplemented or otherwise modified amended from time to time, the “Amended and Restated Memorandum and Articles of Association”), if the Company fails to complete a Business Combination, and Combination or (z) other than with respect to the Private Placement Warrants, the Working Capital Warrants and the Working Capital Representative Warrants then held by the Sponsor Sponsor, I-Bankers and Xxxxxx Xxxxx, or its any officers or directors of the Company, or any of their Permitted TransfereesTransferees as provided in Section 6.1, 5:00 p.m., New York city time, on the Redemption Date (as defined below) as provided in Section 6.3 hereof (the “Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.2, 3.3.2 below with respect to an effective registration statement or a valid exemption therefrom being availablestatement. Except with respect to the right to receive the Redemption Price (as defined below) (other than with respect to a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted Transferees) ), in the event of a redemption (as set forth in Section 66 hereof), each outstanding Warrant (other than a Private Placement Warrant or a Warrant, Working Capital Warrant then or Representative Warrant held by the Sponsor Sponsor, I-Bankers, Xxxxxx Xxxxx or its any officers or directors of the Company, or their Permitted Transferees Transferees, in the event of a redemptionredemption for cash) not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m., p.m. New York City, City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants; providedWarrants and, further, provided further that any such extension shall be identical in duration among all the Warrants. Notwithstanding the foregoing, the Expiration Date of Private Placement Warrants and the Representative Warrants held by I-Bankers and Xxxxxx Xxxxx shall not exceed five (5) years from the effective date of the Registration Statement.

Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (A) commencing on the later of (i) the date that is thirty (30) days after the first date on which the Company completes a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving the Company and one or more businesses (a “Business Combination Combination”) and (ii) the date that is twelve (12) months from the date of the closing of the Offering, and (B) terminating at the earliest to occur of (x) 5:00 p.m., New York City time, time on the earlier to occur of: (x) the date that is five (5) years after the date on which the Company completes its initial Business Combination, (y) the liquidation of the Company in accordance with the Company’s amended and restated memorandum and articles certificate of association (incorporation, as amended, supplemented or otherwise modified amended from time to time, the “Amended and Restated Memorandum and Articles of Association”), if the Company fails to complete consummate a Business Combination, and (z) other than with respect to the Private Placement Warrants and the Working Capital Warrants then held by the Sponsor or its any Permitted Transferees, 5:00 p.m., New York city time, on the Redemption Date (as defined below) as provided in Section 6.3 (the “Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.2, 3.3.2 below with respect to an effective registration statement or a valid exemption therefrom being availablestatement. Except with respect to the right to receive the Redemption Price (as defined below) (other than with respect to a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted Transferees) in the event of a redemption (as set forth in Section 6), each Each Warrant (other than a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its any Permitted Transferees in the event of a redemptionTransferees) not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m., p.m. New York City, City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants; providedWarrants and, further, provided further that any such extension shall be identical in duration among all the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (A) commencing on the later of (i) the date that is thirty (30) days after the first date on which the Company completes a merger, consolidation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a “Business Combination and (ii) the date that is twelve (12) months from the date of the closing of the OfferingCombination”), and (B) terminating at the earliest to occur of (x) 5:00 p.m., New York City time, on the date that is five (5) years after the date on which the Company completes its initial Business Combination, (y) the liquidation of the Company in accordance with the Company’s amended and restated memorandum and articles of association (as amended, supplemented or otherwise modified from time to time, the “Amended and Restated Memorandum and Articles of Association”), if the Company fails to complete a Business Combination, and (z) other than with respect to the Private Placement Warrants and the Working Capital Warrants then held by the Sponsor or its Permitted Transferees, 5:00 p.m., New York city time, on the Redemption Date (as defined below) as provided in Section 6.3 6.2 (the “Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.2, with respect to an effective registration statement or a valid exemption therefrom being available. Except with respect to the right to receive the Redemption Price (as defined below) (other than with respect to a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted Transferees) in the event of a redemption (as set forth in Section 6), each Warrant (other than a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted Transferees in the event of a redemption) not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m., New York CityCity time, time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants; provided, further, that any such extension shall be identical in duration among all of the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (A) commencing on the later of (i) the date that is thirty (30) days after the first date on which the Company completes a Business Combination and (ii) the date that is twelve (12) months from the date of the closing of the OfferingCombination, and (B) terminating at the earliest to occur of (x) 5:00 p.m., New York City time, time on the date that is five (5) years after the date on which the Company completes its initial Business Combination, (y) the liquidation of the Company in accordance with the Company’s amended and restated memorandum and articles certificate of association incorporation (as amended, supplemented or otherwise modified amended from time to time, the “Amended and Restated Memorandum and Articles of AssociationCharter”), if the Company fails to complete a Business Combination, and (z) other than with respect to the Private Placement Warrants and the Working Capital Warrants then held by the Sponsor or its Permitted Transferees, 5:00 p.m., New York city time, City time on the Redemption Date (as defined below) as provided in Section 6.3 (the “Expiration Date”); 6.2 hereof; provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.23.3.2 below, with respect to an effective registration statement or a valid exemption therefrom being available. Except with respect to the right to receive the Redemption Price (as defined below) (other than with respect to a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted Transferees) in the event of a redemption (as set forth in Section 66 hereof), each Warrant (other than a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted Transferees in the event of a redemption) not exercised on or before the Expiration Redemption Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m., p.m. New York City, City time on the Expiration Redemption Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, Redemption Date; provided that the Company shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants; providedWarrants and, further, provided further that any such extension shall be identical in duration among all the Warrants. Notwithstanding anything to the contrary contained herein, for so long as any Underwriter Private Placement Warrant is held by the Underwriter or its designees or affiliates, such Underwriter Private Placement Warrant may not be exercised after the fifth (5th) anniversary of the effective date of the Registration Statement.

Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (A) commencing on the later of of: (i) the date that is thirty (30) days after the first date on which the Company completes a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, involving the Company and one or more businesses (a “Business Combination and Combination”), or (ii) the date that is twelve (12) months from the date of the closing of the Offering, and (B) terminating at on the earliest earlier to occur of of: (x) 5:00 p.m., p.m. New York City time, time on the date that is five (5) years after the date on which the Company completes its initial Business Combination, (y) the liquidation of the Company in accordance with the Company’s amended and restated memorandum and articles of association (association, as amended, supplemented or otherwise modified amended from time to time, time (the “Amended and Restated Memorandum and Articles of AssociationCharter”), if the Company fails to complete consummate a Business Combination, and or (z) other than with respect to the Private Placement Warrants and the Working Capital Warrants then held by the Sponsor or its Permitted TransfereesWarrants, 5:00 p.m., p.m. New York city time, City time on the Redemption Date (as defined below) as provided in Section 6.3 6.2 hereof (the “Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.23.3.2 below, with respect to an effective registration statement or a valid exemption therefrom being availablestatement. Except with respect to the right to receive the Redemption Price (as defined below) (other than with respect to a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted TransfereesWarrant) in the event of a redemption (as set forth in Section 66 hereof), each outstanding Warrant (other than a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted Transferees in the event of a redemption) not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m., p.m. New York City, City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants; providedWarrants and, further, provided further that any such extension shall be identical in duration among all the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (A) commencing on the later of (i) the date that is thirty (30) days after the first date on which Company consummates a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”) (as described more fully in the Company completes a Business Combination Registration Statement) and (ii) the date that is twelve (12) 12 months from the date of the closing of the Public Offering, and (B) terminating at on the earliest earlier to occur of (xi) at 5:00 p.m., New York City time, time on the date that is five (5) years after from the date on which the Company completes consummates its initial Business Combination, (yii) other than with respect to the Private Warrants and Working Capital Warrants then held by the initial recipients thereof or their respective Permitted Transferees with respect to a redemption pursuant to Section 6.1.1 hereof (an “Inapplicable Redemption”), at 5:00 p.m., New York City, time on the Redemption Date, as provided in Section 6.2 of this Agreement and (iii) the liquidation of the Company in accordance with the Company’s amended and restated memorandum and articles certificate of association (incorporation, as amended, supplemented or otherwise modified amended from time to time, the “Amended and Restated Memorandum and Articles of Association”), if the Company fails to complete a Business Combination, and Combination (z) other than with respect to the Private Placement Warrants and the Working Capital Warrants then held by the Sponsor or its Permitted Transferees, 5:00 p.m., New York city time, on the Redemption Date (as defined below) as provided in Section 6.3 (the “Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.23.3.2 below, with respect to an effective registration statement or a valid exemption therefrom being available. The period of time from the date the Warrants will first become exercisable until the expiration of the Warrants shall hereafter be referred to as the “Exercise Period.” Except with respect to the right to receive the $18.00 Redemption Price or the $10.00 Redemption Price (as defined below) set forth in Section 6 hereunder), as applicable (other than with respect to a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted Transferees) in the event of a redemption (as set forth in Section 6an Inapplicable Redemption), each Warrant (other than a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted Transferees in the event of a redemptionan Inapplicable Redemption) not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m., New York CityCity time, time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants; providedregistered holders and, further, provided further that any such extension shall be identical in duration among applied consistently to all of the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (A) commencing on the later of of: (i) the date that is thirty (30) days after the first date on which the Company completes a Business Combination Combination, and (ii) the date that is twelve (12) months from the date of the closing of the Offering, and (B) terminating at the earliest to occur of (x) 5:00 p.m., New York City time, time on the date that is five (5) years after the date on which the Company completes its initial Business Combination, (y) the liquidation of the Company in accordance with the Company’s amended and restated memorandum and articles of association (as amended, supplemented or otherwise modified amended from time to time, the “Amended and Restated Memorandum and Articles of AssociationCharter”), if the Company fails to complete a Business Combination, and (z) other than with respect to the Private Placement Warrants and the Working Capital Warrants then held by the Sponsor or its Permitted Transferees, 5:00 p.m., New York city time, on the Redemption Date (as defined below) as provided with respect to a Warrant, which, for the avoidance of doubt will not include (A) with respect to the Private Placement Warrants then held by the Sponsor or any of its Permitted Transferees or the Forward Purchase Warrants then held by EWI Capital SPAC I LLC or its Permitted Transferees, a redemption pursuant to Section 6.1 hereof or, (B) if the Reference Value equals or exceeds $18.00 per share (subject to adjustment in compliance with Section 6.3 4 hereof), a redemption pursuant to Section 6.2 hereof (the earliest to occur of clause (x), (y) and (z) with respect to a Warrant, the “Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.23.3.2 below, with respect to an effective registration statement or a valid exemption therefrom being available. Except with respect to the right to receive the Redemption Price (as defined below) (other than with respect to a Private Placement Each outstanding Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted Transferees) in the event of a redemption (as set forth in Section 6), each Warrant (other than a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted Transferees in the event of a redemption) not exercised on or before the Expiration Date of such Warrant shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m., p.m. New York City, City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, provided that the Company shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants; providedWarrants and, further, provided further that any such extension shall be identical in duration among all the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (A) commencing on the later of (i) the date that is thirty (30) days after the first date on which the Company completes a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving the Company and one or more businesses (a “Business Combination Combination”) and (ii) the date that is twelve (12) months from the date of the closing of the Offering, and (B) terminating at the earliest to occur of (x) 5:00 p.m., New York City time, time on the earliest to occur of: (x) the date that is five (5) years after the date on which the Company completes its initial Business Combination, (y) the liquidation of the Company in accordance with the Company’s amended and restated memorandum and articles of association (as amended, supplemented or otherwise modified from time to time, the “Amended and Restated Memorandum and Articles of Association”), if the Company fails to complete a Business Combination, and (z) other than with respect to the Private Placement Warrants and the Working Capital Warrants then held by the Sponsor or its Permitted Transferees, 5:00 p.m., New York city time, on the Redemption Date (as defined below) as provided in Section 6.3 6.2 hereof (the “Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.2, 3.3.2 below with respect to an effective registration statement or a valid exemption therefrom being available. Except with respect to the right to receive the Redemption Price (as defined below) (other than with respect to a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted TransfereesWarrant) in the event of a redemption (as set forth in Section 66 hereof), each Warrant (other than a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted Transferees in the event of a redemptionWarrant) not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m., p.m. New York City, City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants; providedWarrants and, further, provided further that any such extension shall be identical in duration among all the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (A) commencing on the later of of: (i) the date that is thirty (30) days after the first date on which completion of the Company completes a initial Business Combination and or (ii) the date that is twelve (12) months from the date of the closing of the Offering, and (B) terminating at the earliest to occur of (x) 5:00 p.m., New York City time, time on the earliest to occur of: (x) the date that is five (5) years after the date on which the Company completes its initial Business Combination, (y) the liquidation of the Company in accordance with the Company’s amended and restated memorandum and articles of association (as amended, supplemented or otherwise modified from time to time, the “Amended and Restated Memorandum and Articles of Association”), if the Company fails to complete a Business Combination, and (z) other than with respect to (i) the Forward Purchase Private Placement Warrants then held by the Forward Purchasers or their Permitted Transferees, (ii) the Sponsor Private Placement Warrants then held by the Sponsor or any of its Permitted Transferees and (iii) the Working Capital Warrants then held by Starboard, the Sponsor or its an affiliate of the Sponsor, certain of the Company’s officers and directors or their Permitted TransfereesTransferees with respect to Section 6.1, 5:00 p.m., New York city time, on the Redemption Date (as defined below) as provided in Section 6.3 hereof (the “Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.2, 3.3.2 below with respect to an effective registration statement or a valid exemption therefrom being available. Except with respect to the right to receive the Redemption Price (as defined below) (other than with respect to a (i) the Forward Purchase Private Placement Warrant Warrants then held by the Forward Purchasers or a Working Capital Warrant their Permitted Transferees, (ii) the Sponsor Private Placement Warrants then held by the Sponsor or any of its Permitted TransfereesTransferees and (iii) the Working Capital Warrants then held by Starboard, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors or their Permitted Transferees in connection with a redemption pursuant to Section 6.1 hereof), in the event of a redemption (as set forth in Section 66.1), each Warrant (other than a (i) the Forward Purchase Private Placement Warrant Warrants then held by the Forward Purchasers or a Working Capital Warrant their Permitted Transferees and (ii) the Sponsor Private Placement Warrants then held by the Sponsor or any of its Permitted Transferees and (iii) the Working Capital Warrants then held by Starboard, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors, as applicable, in the event of connection with a redemptionredemption pursuant to Section 6.1 hereof) not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m., p.m. New York City, City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants; providedWarrants and, further, provided further that any such extension shall be identical in duration among all the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (A) commencing on the later of (i) the date that is thirty (30) days after the first date on which the Company completes a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Company and one or more businesses (a “Business Combination and (ii) the date that is twelve (12) months from the date of the closing of the OfferingCombination”), and (B) terminating at the earliest to occur of (x) 5:00 p.m., New York City time, on the earlier to occur of: (x) the date that is five (5) years after the date on which the Company completes its initial Business Combination, (y) the liquidation of the Company in accordance with the Company’s amended and restated memorandum and articles certificate of association (incorporation, as amended, supplemented or otherwise modified amended from time to time, the “Amended and Restated Memorandum and Articles of Association”), if the Company fails to complete a Business Combination, and or (z) other than with respect to the Private Placement Warrants and or the Working Capital Warrants to the extent then held by the Sponsor original purchasers thereof or its their Permitted Transferees, 5:00 p.m., New York city time, City time on the Redemption Date (as defined below) as provided in Section 6.3 6.1 hereof (the “Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.23.3.2 below, with respect to an effective registration statement or a valid exemption therefrom being available. Except with respect to the right to receive the Redemption Price (as defined below) (other than with respect to a Private Placement Warrant or a Working Capital Warrant to the extent then held by the Sponsor original purchasers thereof or its their Permitted Transferees) in the event of a redemption (as set forth in Section 66 hereof), each outstanding Warrant (other than a Private Placement Warrant or a Working Capital Warrant to the extent then held by the Sponsor original purchasers thereof or its their Permitted Transferees in the event of a redemptionTransferees) not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m., New York CityCity time, time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants; providedWarrants and, further, provided further that any such extension shall be identical in duration among all the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (A) commencing on the later of (i) the date that is thirty (30) days after the first date on which the Company completes a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar business combination, involving the Company and one or more businesses (a “Business Combination and (ii) the date that is twelve (12) months from the date of the closing of the OfferingCombination”), and (B) terminating at on the earliest earlier to occur of of: (xi) at 5:00 p.m., New York City time, time on the date that is five (5) years after the date on which the Company completes its initial Business Combination, (yii) the liquidation of the Company in accordance with the Company’s amended and restated memorandum and articles of association (as amended, supplemented or otherwise modified from time to time, the “Amended and Restated Memorandum and Articles of Association”), if the Company fails to complete a Business Combination, and (ziii) other than with respect to the Private Placement Warrants and the Working Capital Warrants then held by the Sponsor Sponsor, BTIG or its any officers or directors of the Company, or any of their Permitted TransfereesTransferees as provided in Section 6.1, 5:00 p.m., New York city time, on the Redemption Date (as defined below) as provided in Section 6.3 6.2 hereof (the “Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.23.3.2 below, with respect to an effective registration statement or a valid exemption therefrom being available. Except with respect to the right to receive the Redemption Price (as defined below) (other than with respect to a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted Transferees) in the event of a redemption (as set forth in Section 66 hereof), each outstanding Warrant (other than a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor Sponsor, BTIG or its any officers or directors of the Company, or their Permitted Transferees Transferees, in the event of a redemptionredemption for cash) not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m., p.m. New York City, City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, provided that the Company shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants; providedWarrants and, further, provided further that any such extension shall be identical in duration among all the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (A) commencing on the later of of: (i) the date that is thirty (30) days after the first date on which the Company completes an intended initial merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, involving the Company and one or more businesses (a “Business Combination Combination”), and (ii) the date that is twelve (12) months from the date of the closing of the OfferingCompany’s initial public offering, and (B) terminating at the earliest to occur of (x) 5:00 p.m., New York City time, time on the date that is five ten (510) years after the date on which the Company completes its initial Business Combination, Combination and (y) the liquidation of the Company in accordance with the Company’s amended and restated memorandum and articles of association (association, as amended, supplemented or otherwise modified amended from time to time, the “Amended and Restated Memorandum and Articles of Association”), if the Company fails to complete a Business Combination, and (z) other than with respect to the Private Placement Warrants and the Working Capital Warrants then held by the Sponsor or its Permitted Transferees, 5:00 p.m., New York city time, on the Redemption Date (as defined below) as provided in Section 6.3 Combination (the “Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.23.3.2 below, with respect to an effective registration statement or a valid exemption therefrom being available. Except with respect to the right to receive the Redemption Price (as defined below) (other than with respect to a Private Placement Each Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted Transferees) in the event of a redemption (as set forth in Section 6), each Warrant (other than a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted Transferees in the event of a redemption) not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m., p.m. New York City, City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, provided that the Company shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants; providedWarrants and, further, provided further that any such extension shall be identical in duration among all the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (A) commencing on the later of of: (i) the date that is thirty (30) days after the first date on which the Company completes a Business Combination Combination, and (ii) the date that is twelve (12) months from the date of the closing of the Offering, and (B) terminating at 5:00 p.m., New York City time on the earliest to occur of (x) 5:00 p.m., New York City time, on the date that is five (5) years after the date on which the Company completes its initial Business Combination, (y) the liquidation of the Company in accordance with the Company’s amended and restated memorandum and articles certificate of association (incorporation, as amended, supplemented or otherwise modified amended from time to time; provided, however, that the “Amended and Restated Memorandum and Articles Private Placement Warrants issued to FA Co-Investment will not be exercisable more than five years from the commencement of Association”sales of the Offering in accordance with FINRA Rule 5110(g)(8)(A), if the Company fails to complete a Business Combination, and or (z) other than with respect to the Private Placement Warrants and the Working Capital Warrants to the extent then held by the Sponsor Sponsors or its their Permitted Transferees, 5:00 p.m., New York city time, on the Redemption Date (as defined below) as provided in Section 6.3 hereof (the “Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.23.3.2 below, with respect to an effective registration statement or a valid exemption therefrom being available. Except with respect to the right to receive the Redemption Price (as defined below) (other than with respect to a Private Placement Warrant or a Working Capital Warrant then held by any of the Sponsor Sponsors or its their Permitted Transferees) in the event of a redemption (as set forth in Section 66 hereof), each Warrant (other than a Private Placement Warrant or a Working Capital Warrant then held by any of the Sponsor Sponsors or its their Permitted Transferees in the event of a redemption) not exercised on or before the Expiration Date shall become null and void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m., New York CityCity time, time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants; providedWarrants and, further, provided further that any such extension shall be identical in duration among all the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (A) commencing on the later of of: (i) the date that is thirty (30) days after the first date on which the Company completes a an initial Business Combination Combination, and (ii) the date that is twelve (12) months from the date of the closing of the Offering, and (B) terminating at the earliest to occur of (x) 5:00 p.m., New York City time, time on the date that is five (5) years after the date on which the Company completes its initial Business Combination, (y) the liquidation of the Company in accordance with the Company’s amended and restated memorandum and articles of association (association, as amended, supplemented or otherwise modified amended and/or restated from time to time, the “Amended and Restated Memorandum and Articles of Association”), if the Company fails to complete a Business Combination, and (z) other than with respect to the Private Placement Warrants, the Working Capital Warrants and the Working Capital Extension Warrants then held by the Sponsor or its Permitted Transferees, 5:00 p.m., New York city time, City time on the Redemption Date (as defined below) as provided in Section 6.3 hereof (the “Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.23.3.2 below, with respect to an effective registration statement or a valid exemption therefrom being available. Except with respect to the right to receive the Redemption Price (as defined below) (other than with respect to a Private Placement Warrant or Warrant, a Working Capital Warrant or an Extension Warrant then held by the Sponsor or its Permitted Transferees) in the event of a redemption (as set forth in Section 66 hereof), each Warrant (other than a Private Placement Warrant or Warrant, a Working Capital Warrant or an Extension Warrant then held by the Sponsor or its Permitted Transferees in the event of a redemption) not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m., p.m. New York City, City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, provided that the Company shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants; providedWarrants and, further, provided further that any such extension shall be identical in duration among all the Warrants.

Duration of Warrants. 3.2.1 A Warrant may be exercised only during the period (the “Exercise Period”) (A) commencing on the later of (i) the date that is thirty (30) days after the first date on which the Company completes a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving the Company and one or more businesses (a “Business Combination Combination”) and (ii) the date that is twelve (12) months from the date of the closing of the Offering, and (B) terminating at the earliest to occur of (x) 5:00 p.m., New York City time, time on the earliest to occur of: (x) the date that is five (5) years after the date on which the Company completes its initial Business Combination, (y) the liquidation of the Company in accordance with the Company’s amended and restated memorandum and articles of association (as amended, supplemented or otherwise modified from time to time, the “Amended and Restated Memorandum and Articles of Association”), if the Company fails to complete a Business Combination, and (z) other than with respect to the Private Placement Warrants and the Working Capital Warrants then held by the Sponsor or its Permitted Transferees, 5:00 p.m., New York city time, on the Redemption Date (as defined below) as provided in Section 6.3 6.2 hereof (the “Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.2, 3.3.2 below with respect to an effective registration statement or a valid exemption therefrom being available. Except with respect to the right to receive the Redemption Price (as defined below) (other than with respect to a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted TransfereesWarrant) in the event of a redemption (as set forth in Section 66 hereof), each Warrant (other than a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted Transferees in the event of a redemptionWarrant) not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m., p.m. New York City, City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants; providedWarrants and, further, provided further that any such extension shall be identical in duration among all the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (A) commencing on the later of (i) the date that is thirty (30) days after the first date on which the Company completes a Business Combination and (ii) the date that is twelve (12) months from the date of the closing of the Offering, and (B) terminating at the earliest to occur of (x) 5:00 p.m., New York City time, time on the date that is five (5) years after the date on which the Company completes its initial Business Combination, (y) the liquidation of the Company in accordance with the Company’s amended and restated memorandum and articles of association (association, as amended, supplemented or otherwise modified amended from time to time, the “Amended and Restated Memorandum and Articles of Association”), if the Company fails to complete a Business Combination, and (z) other than with respect to the Private Placement Warrants and with respect to a redemption pursuant to Section 6.1 hereof or, if the Working Capital Warrants then held by the Sponsor Reference Value equals or its Permitted Transfereesexceeds $18.00 per share (subject to adjustment in compliance with Section 4 hereof), Section 6.2 hereof (each, an “Inapplicable Redemption”), 5:00 p.m., New York city time, City time on the Redemption Date (as defined below) as provided in Section 6.3 hereof (the “Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.23.3.2 below, with respect to an effective registration statement or a valid exemption therefrom being available. Except with respect to the right to receive the Redemption Price (as defined below) (other than with respect to a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted Transfereesan Inapplicable Redemption) in the event of a redemption (as set forth in Section 66 hereof), each Warrant (other than a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted Transferees in the event of a redemptionan Inapplicable Redemption) not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m., p.m. New York City, City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, provided that the Company shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants; providedWarrants and, further, provided further that any such extension shall be identical in duration among all the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (A) commencing on the later of (i) the date that is thirty (30) days after the first date on which the Company completes a Business Combination and (ii) the date that is twelve (12) months from the date of the closing of the OfferingCombination, and (B) terminating at the earliest to occur of (x) 5:00 p.m., New York City time, time on the date that is five (5) years after the date on which the Company completes its initial Business Combination, (y) the liquidation of the Company in accordance with the Company’s amended and restated memorandum and articles of association (association, as amended, supplemented or otherwise modified amended from time to time, the “Amended and Restated Memorandum and Articles of Association”), if the Company fails to complete a Business Combination, and (z) other than with respect to the Private Placement Warrants and the Working Capital Warrants then held by the Sponsor or its Permitted Transfereesa redemption pursuant to Section 6.1 hereof, 5:00 p.m., New York city time, City time on the Redemption Date (as defined below) as provided in Section 6.3 hereof (the “Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.23.3.2 below, with respect to an effective registration statement or a valid exemption therefrom being available. Except with respect to the right to receive the Redemption Price (as defined below) (other than with respect to a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted Transferees) in the event of a redemption (as set forth in Section 66 hereof), each Warrant (other than a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted Transferees in the event of a redemption) not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m., p.m. New York City, City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, provided that the Company shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants; providedWarrants and, further, provided further that any such extension shall be identical in duration among all the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (A) commencing on the later of (i) the date that is thirty (30) days after the first date on which the Company completes a an initial Business Combination and (ii) the date that is twelve (12) months from the date of the closing of the OfferingCombination, and (B) terminating at the earliest to occur of (x) 5:00 p.m., New York City time, time on the date that is five (5) years after the date on which the Company completes its initial Business Combination, (y) the liquidation of the Company in accordance with the Company’s amended and restated memorandum and articles of association (association, as amended, supplemented or otherwise modified amended from time to time, the “Amended and Restated Memorandum and Articles of Association”), if the Company fails to complete a Business Combination, and (z) other than with respect to the Private Placement Warrants and the Working Capital Warrants then held by the Sponsor or its Permitted Transferees, 5:00 p.m., New York city time, City time on the Redemption Date (as defined below) as provided in Section 6.3 hereof (the “Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.23.3.2 below, with respect to an effective registration statement or a valid exemption therefrom being available. Except with respect to the right to receive the Redemption Price (as defined below) (other than with respect to a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted Transferees) in the event of a redemption (as set forth in Section 66 hereof), each Warrant (other than a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted Transferees in the event of a redemption) not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m., p.m. New York City, City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, provided that the Company shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants; providedWarrants and, further, provided further that any such extension shall be identical in duration among all the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (A) commencing on the later of (i) the date that is thirty (30) days after the first date on which the Company completes a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving the Company and one or more businesses (a “Business Combination and (ii) the date that is twelve (12) months from the date of the closing of the OfferingCombination”), and (B) terminating at the earliest to occur of (x) 5:00 p.m., New York City time, time on the earlier to occur of: (x) the date that is five (5) years after the date on which the Company completes its initial Business Combination, (y) the liquidation of the Company in accordance with the Company’s amended and restated memorandum and articles certificate of association incorporation (the “Charter”), as amended, supplemented or otherwise modified amended from time to time, the “Amended and Restated Memorandum and Articles of Association”), if the Company fails to complete a Business Combination, and Combination or (z) other than with respect to the Private Placement Warrants and Warrants, the Working Capital Warrants then held by and the Sponsor or its Permitted TransfereesExtension Loan Warrants, 5:00 p.m., New York city time, on the Redemption Date (as defined below) as provided in Section 6.3 hereof (the “Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.2, 3.3.2 below with respect to an effective registration statement or a valid exemption therefrom being available. Except with respect to the right to receive the Redemption Price (as defined below) or the Alternative Redemption Price (other than with respect to a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted Transferees) as defined below), in the event of a redemption (as set forth in Section 66 hereof), each outstanding Warrant (other than a Private Placement Warrant or Warrant, a Working Capital Warrant then held by the Sponsor or its Permitted Transferees an Extension Loan Warrant in the event of a redemptionredemption for cash) not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m., p.m. New York City, City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants; providedWarrants and, further, provided further that any such extension shall be identical in duration among all the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (A) commencing on the later of of: (i) the date that is thirty (30) days after the first date on which the Company completes a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, involving the Company and one or more businesses (a “Business Combination and Combination”), or (ii) the date that is twelve (12) months from the date of the closing of the Offering, and (B) terminating at the earliest to occur of (x) 5:00 p.m., New York City time, time on the earlier to occur of: (x) the date that is five (5) years after the date on which the Company completes its initial Business Combination, (y) the liquidation of the Company in accordance with pursuant to the Company’s amended and restated memorandum and articles of association (as amended, supplemented or otherwise modified amended from time to time, ) (the “Amended and Restated Memorandum and Articles of AssociationArticles”), ) if the Company fails to complete a Business Combination, and Combination or (z) other than with respect to the Private Placement Warrants and the Working Capital Warrants then held by the Sponsor or its Permitted TransfereesWarrants, 5:00 p.m., New York city time, on the Redemption Date (as defined below) as provided in Section 6.3 hereof (the “Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.23.3.2 below, with respect to an effective registration statement or a valid exemption therefrom being available. Except with respect to the right to receive the Redemption Price (as defined below) (other than with respect to a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted TransfereesWarrant) in the event of a redemption (as set forth in Section 66 hereof), each Warrant (other than a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted Transferees in the event of a redemption) not exercised on or before the Expiration Date shall become null and void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m., p.m. New York City, City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants; Warrants and, provided, further, that any such extension shall be identical in duration among all the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (A) commencing on the later of (i) the date that is thirty (30) days after the first date on which the Company completes a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, involving the Company and one or more businesses (a “Business Combination and (ii) the date that is twelve (12) months from the date of the closing of the OfferingCombination”), and (B) terminating at on the earliest to occur of of: (x) 5:00 p.m., New York City time, time on the date that is five (5) years after the date on which the Company completes its initial Business Combination, (y) the liquidation of the Company in accordance with the Company’s amended and restated memorandum and articles of association (as amended, supplemented or otherwise modified from time to time, the “Amended and Restated Memorandum and Articles of Association”), if the Company fails to complete a Business Combination, and (z) other than with respect to the Private Placement Warrants and the Working Capital Warrants then held by the Sponsor or its Permitted TransfereesWarrants, 5:00 p.m., New York city time, City time on the Redemption Date (as defined below) as provided in Section 6.3 6.2 hereof (the “Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.23.3.2 below, with respect to an effective registration statement or a valid exemption therefrom being availablestatement. Except with respect to the right to receive the Redemption Price (as defined below) (other than with respect to a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted TransfereesWarrant) in the event of a redemption (as set forth in Section 66 hereof), each outstanding Warrant (other than a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted Transferees in the event of a redemption) not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m., p.m. New York City, City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants; providedWarrants and, further, provided further that any such extension shall be identical in duration among all the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (A) commencing on the later of (i) the date that is thirty (30) days after the first date on which the Company completes a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, involving the Company and one or more businesses (a “Business Combination and (ii) the date that is twelve (12) months from the date of the closing of the OfferingCombination”), and (B) terminating at the earliest to occur of of: (x) at 5:00 p.m., New York City time, time on the date that is five (5) years after the date on which the Company completes its initial Business Combination, (y) the liquidation of the Company in accordance with the Company’s amended and restated memorandum and articles of association (as amended, supplemented or otherwise modified from time to time, the “Amended and Restated Memorandum and Articles of Association”), if the Company fails to complete a Business Combination, and (z) other than with respect to the Private Placement Warrants and Warrants, the Working Capital Warrants then held by the Sponsor or its Permitted Transferees, and Extension Warrants at 5:00 p.m., New York city time, City time on the Redemption Date (as defined below) as provided in Section 6.3 hereof (the “Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.23.3.2 below, with respect to an effective registration statement or a valid exemption therefrom being available. Except with respect to the right to receive the Redemption Price (as defined below) (other than with respect to a Private Placement Warrant or Warrant, a Working Capital Warrant then held by the Sponsor or its Permitted Transferees) an Extension Warrant in the event of a redemption (as set forth in Section 66 hereof), each outstanding Warrant (other than a Private Placement Warrant or Warrant, a Working Capital Warrant then held by the Sponsor or its Permitted Transferees in the event of a redemption) an Extension Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m., p.m. New York City, City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants; providedWarrants and, further, provided further that any such extension shall be identical in duration among all the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (Aa) commencing on the later of of: (i) the date that is thirty (30) days after of the first date on which consummation by the Company completes of a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination Combination”) (as described more fully in the Registration Statement), and (ii) the date that is twelve (12) months from the date of the closing of the Public Offering, and (Bb) terminating at the earliest to occur of (x) 5:00 p.m., New York City time, time on the earlier to occur of (i) the date that is five (5) years after the date on which the Company completes its initial consummates a Business Combination, (yii) at 5:00 p.m., New York City time on the Redemption Date as provided in Section 6.2 of this Agreement and (iii) the liquidation of the Company in accordance with the Company’s amended and restated memorandum and articles of association Trust Account (as amended, supplemented or otherwise modified from time to time, the “Amended and Restated Memorandum and Articles of Association”), if the Company fails to complete a Business Combination, and (z) other than with respect to the Private Placement Warrants and the Working Capital Warrants then held by the Sponsor or its Permitted Transferees, 5:00 p.m., New York city time, on the Redemption Date (as defined below) as provided in Section 6.3 (the “Expiration Date”); provided, however, that . The period of time from the exercise date the Warrants will first become exercisable until the expiration of any Warrant the Warrants shall hereafter be subject referred to as the satisfaction of any applicable conditions, as set forth in subsection 3.3.2, with respect to an effective registration statement or a valid exemption therefrom being available. “Exercise Period.” Except with respect to the right to receive the Redemption Price (as defined below) (other than with respect to a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted Transferees) in the event of a redemption (as set forth in Section 66 hereunder), as applicable, each outstanding Warrant (other than a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted Transferees in the event of a redemption) not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m., New York City, time the close of business on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company shall will provide at least twenty (20) days days’ prior written notice of any such extension to Registered Holders of the Warrants; providedregistered holders and, further, provided further that any such extension shall be identical in duration among applied consistently to all of the Warrants. Notwithstanding anything to the contrary contained herein, for so long as any Private Warrant is held by the Sponsor and/or its designees, such Private Warrant may not be exercised after five years from the effective date of the Registration Statement.

Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (A) commencing on the later of of: (i) the date that is thirty (30) days after the first date on which the Company completes an acquisition, through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (a “Business Combination and Combination”), or (ii) the date that is twelve (12) months from the date of the closing of the Offering, and (B) terminating at the earliest to occur of (x) 5:00 p.m., New York City timetime on the earlier to occur of: (x) with respect to any warrant other than a Cowen Held Warrant, on the date that is five (5) years after the date on which the Company completes its initial Business CombinationCombination and, with respect to a Cowen Held Warrant, the date that is five (5) years after the date on which the Registration Statement is declared effective by the Commission, (y) the liquidation of the Company in accordance with the Company’s amended and restated memorandum and articles of association (as amended, supplemented or otherwise modified from time to time, the “Amended and Restated Memorandum and Articles of Association”), if the Company fails to complete consummate a Business CombinationCombination twenty-one (21) months from the closing of the Offering, and or (z) other than with respect to the Private Placement Warrants and the Working Capital Warrants then held by the Sponsor or its Permitted TransfereesRepurchased Public Warrants, 5:00 p.m., New York city time, on the Redemption Date (as defined below) as provided in Section 6.3 6.2 hereof (the “Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.2, 3.3.2 below with respect to an effective registration statement or a valid exemption therefrom being availablestatement. Except with respect to the right to receive the Redemption Price (as defined below) (other than with respect to a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted TransfereesWarrant) in the event of a redemption (as set forth in Section 66 hereof), each Warrant (other than a Private Placement Warrant or a Working Capital Repurchased Public Warrant then held by the Sponsor or its Permitted Transferees in the event of a redemption) not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m., p.m. New York City, City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants; providedWarrants and, further, provided further that any such extension shall be identical in duration among all the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (A) commencing on the later of (i) the date that is thirty (30) days after the first date on which the Company completes a Business Combination and (ii) the date that is twelve (12) months from the date of the closing of the OfferingCombination, and (B) terminating at the earliest to occur of (x) 5:00 p.m., New York City time, time on the date that is five (5) years after the date on which the Company completes its initial Business Combination, (y) the liquidation of the Company in accordance with the Company’s amended and restated memorandum and articles of association (association, as amended, supplemented or otherwise modified amended from time to time, the “Amended and Restated Memorandum and Articles of Association”), if the Company fails to complete a Business Combination, and (z) other than with respect to the Private Placement Warrants and with respect to a redemption pursuant to Section 6.1 hereof or, if the Working Capital Warrants then held by the Sponsor Reference Value equals or its Permitted Transfereesexceeds $18.00 per share (subject to adjustment in compliance with Section 4 hereof), Section 6.2 hereof (each, an “Inapplicable Redemption”), 5:00 p.m., New York city time, City time on the Redemption Date (as defined below) as provided in Section 6.3 6.4 hereof (the “Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.23.3.2 below, with respect to an effective registration statement or a valid exemption therefrom being available. Except with respect to the right to receive the Redemption Price (as defined below) (other than with respect to a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted Transfereesan Inapplicable Redemption) in the event of a redemption (as set forth in Section 66 hereof), each Warrant (other than a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted Transferees in the event of a redemptionan Inapplicable Redemption) not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m., p.m. New York City, City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, provided that the Company shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants; providedWarrants and, further, provided further that any such extension shall be identical in duration among all the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (A) commencing on the later of (i) the date that is thirty (30) days after the first date on which the Company completes a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving the Company and one or more businesses (a “Business Combination and (ii) the date that is twelve (12) months from the date of the closing of the OfferingCombination”), and (B) terminating at on the earliest earlier to occur of of: (xa) at 5:00 p.m., New York City time, time on the date that is five (5) years after the date on which the Company completes its initial Business Combination, (yb) the liquidation of the Company in accordance with the Company’s amended and restated memorandum and articles of association , (as amended, supplemented or otherwise modified from time to time, the “Amended and Restated Memorandum and Articles of Association”), if the Company fails to complete a Business Combination, and (zc) other than with respect to the Private Placement Warrants and the Working Capital Warrants then held by either Purchaser or any officers or directors of the Sponsor Company, or its any of their Permitted TransfereesTransferees as provided in Section 6.1, 5:00 p.m., New York city time, on the Redemption Date (as defined below) as provided in Section 6.3 hereof and (d) the Alternative Redemption Date (as defined below) (the “Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.23.3.2 below, with respect to an effective registration statement or a valid exemption therefrom being availablestatement. Except with respect to the right to receive the Redemption Price (as defined below) or the Alternative Redemption Price (other than with respect to a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted Transfereesas defined below) in the event of a redemption (as set forth in Section 66 hereof), each outstanding Warrant (other than a Private Placement Warrant or a Working Capital Warrant then held by either Purchaser or any officers or directors of the Sponsor Company, or its their Permitted Transferees Transferees, in the event of a redemptionredemption for cash) not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m., p.m. New York City, City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, provided that the Company shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants; providedWarrants and, further, provided further that any such extension shall be identical in duration among all the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (A) commencing on the later of the date that is: (i) the date that is thirty (30) days after the first date on which the Company completes a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving the Company and one or more businesses (a “Business Combination and Combination”), or (ii) the date that is twelve (12) months from the date of the closing of the Offering, and (B) terminating at the earliest to occur of (x) 5:00 p.m., New York City time, time on the earlier to occur of: (x) the date that is five (5) years after the date on which the Company completes its initial Business Combination, (y) the liquidation of the Company in accordance with the Company’s amended and restated memorandum and articles of association (association, as amended, supplemented or otherwise modified amended from time to time, the “Amended and Restated Memorandum and Articles of Association”), if the Company fails to complete a Business Combination, and or (z) other than with respect to the Private Placement Warrants, the Working Capital Warrants and the Working Capital Forward Purchase Warrants then held by the Sponsor Sponsor, Cantor, Monroe or its their Permitted Transferees, 5:00 p.m.as applicable, New York city time, on the Redemption Date (as defined below) as provided in Section 6.3 6.2 hereof (the “Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.2, 3.3.2 below with respect to an effective registration statement or a valid exemption therefrom being availablestatement. Except with respect to the right to receive the Redemption Price (as defined below) (other than with respect to a Private Placement Warrant, a Working Capital Warrant or a Working Capital Forward Purchase Warrant then held by the Sponsor Sponsor, Cantor, Monroe or its their Permitted Transferees, as applicable) in the event of a redemption (as set forth in Section 66 hereof), each outstanding Warrant (other than a Private Placement Warrant or a Warrant, Working Capital Warrant then or Forward Purchase Warrant held by the Sponsor Sponsor, Cantor, Monroe or its their Permitted Transferees Transferees, as applicable, in the event of a redemption) not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m., p.m. New York City, City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants; providedWarrants and, further, provided further that any such extension shall be identical in duration among all the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (A) commencing on the later of (i) the date that is thirty (30) days after the first date on which the Company completes a Business Combination and (ii) the date that is twelve (12) months from the date of the closing of the OfferingCombination, and (B) terminating at the earliest to occur of (x) 5:00 p.m., New York City time, time on the date that is five (5) years after the date on which the Company completes its initial Business Combination, (y) the liquidation of the Company in accordance with the Company’s amended and restated memorandum and articles certificate of association incorporation (as amended, supplemented or otherwise modified amended from time to time, the “Amended and Restated Memorandum and Articles of AssociationCharter”), if the Company fails to complete a Business Combination, and (z) other than with respect to the Private Placement Warrants and the Working Capital Warrants then held by the Sponsor or its Permitted Transferees, 5:00 p.m., New York city time, City time on the Redemption Date (as defined below) as provided in Section 6.3 (the “Expiration Date”); 6.2 hereof; provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.23.3.2 below, with respect to an effective registration statement or a valid exemption therefrom being available. Except with respect to the right to receive the Redemption Price (as defined below) (other than with respect to a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted Transferees) in the event of a redemption (as set forth in Section 66 hereof), each Warrant (other than a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted Transferees in the event of a redemption) not exercised on or before the Expiration Redemption Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m., p.m. New York City, City time on the Expiration Redemption Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, Redemption Date; provided that the Company shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants; providedWarrants and, further, provided further that any such extension shall be identical in duration among all the Warrants. Notwithstanding anything to the contrary contained herein, for so long as any warrant is held by the Underwriter or its designees or affiliates, such warrant may not be exercised after the fifth (5th) anniversary of the effective date of the Registration Statement.

Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (A) commencing on the later of (i) the date that is thirty (30) 30 days after the first date on which the Company completes a Business Combination and (ii) the date that is twelve (12) months from the date of the closing of the OfferingCombination, and (B) terminating at the earliest to occur of (x) 5:00 p.m., New York City time, time on the date that is five (5) years after the date on which the Company completes its initial Business Combination, (y) the liquidation of the Company in accordance with the Company’s amended and restated memorandum and articles of association (association, as amended, supplemented or otherwise modified amended from time to time, the “Amended and Restated Memorandum and Articles of Association”), if the Company fails to complete a Business Combination, and (z) other than with respect to the Private Placement Warrants and the Working Capital Warrants then held by the Sponsor or its Permitted Transferees, 5:00 p.m., New York city time, City time on the Redemption Date (as defined below) as provided in Section 6.3 hereof (the “Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.23.3.2 below, with respect to an effective registration statement or a valid exemption therefrom being available. Except with respect to the right to receive the Redemption Price (as defined below) (other than with respect to a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted Transferees) in the event of a redemption (as set forth in Section 6), each Warrant (other than a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted Transferees in the event of a redemption) not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m., p.m. New York City, City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, provided that the Company shall provide at least twenty (20) 20 days prior written notice of any such extension to Registered Holders of the Warrants; providedWarrants and, further, provided further that any such extension shall be identical in duration among all the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (A) commencing on the later of of: (i) the date that is thirty (30) days after the first date on which completion of the Company completes a initial Business Combination Combination, and (ii) the date that is twelve (12) months from the date of the closing of the Offering, and (B) terminating at the earliest to occur of (x) 5:00 p.m., New York City time, time on the date that is five (5) years after the date on which the Company completes its initial Business Combination, (y) the liquidation of the Company in accordance with the Company’s amended and restated memorandum and articles of association (association, as amended, supplemented or otherwise modified amended from time to time, time (the “Amended and Restated Memorandum and Articles of Association”), if the Company fails to complete a Business Combination, and (z) other than with respect to the Private Placement Warrants and the Working Capital Warrants then held by the Sponsor Sponsor, Maxim or its their Permitted Transferees, 5:00 p.m., New York city time, time on the Redemption Date (as defined below) as provided in Section 6.3 hereof (the “Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.23.3.2 below, with respect to an effective registration statement or a valid exemption therefrom being available. Except with respect to the right to receive the Redemption Price (as defined below) (other than with respect to a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor Sponsor, Maxim or its their Permitted Transferees) in the event of a redemption (as set forth in Section 66 hereof), each Warrant (other than a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor Sponsor, Maxim or its their Permitted Transferees in the event of a redemption) not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m., p.m. New York City, City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, provided that the Company shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants; providedWarrants and, further, provided further that any such extension shall be identical in duration among all the Warrants. Notwithstanding anything to the contrary contained herein, for so long as any Private Placement Warrant is held by Maxim and/or its designees, such Private Placement Warrant may not be exercised after five years from the effective date of the Registration Statement.

Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (A) commencing on the later of of: (i) the date that is thirty (30) days after the first date on which the Company completes a Business Combination Combination, and (ii) the date that is twelve (12) months from the date of the closing of the Offering, and (B) terminating at the earliest to occur of of: (xw) 5:00 p.m., New York City time, on the date that is five (5) years after the date on which the Company completes its initial Business Combination, (yx) the liquidation of the Company in accordance with the Company’s certificate of incorporation, as amended, restated or amended and restated memorandum and articles of association (as amended, supplemented or otherwise modified from time to time, the “Amended and Restated Memorandum and Articles of Association”), if the Company fails to complete consummate a Business Combination, and (zy) other than with respect to the Private Placement Warrants and the Working Capital Sponsor Warrants then held by the Sponsor or its Permitted Transferees, 5:00 p.m., New York city time, on the Redemption Date (as defined below) as provided in Section 6.3 6.4 hereof (the “Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.2Section 3.3.2 below, with respect to an effective registration statement or a valid exemption therefrom being available. Except with respect to the right to receive the Redemption Price (as defined below) (other than with respect to a Private Placement Warrant or a Working Capital Sponsor Warrant then held by the Sponsor or its Permitted Transferees) in the event of a redemption (as set forth in Section 66 hereof), each Warrant (other than a Private Placement Warrant or a Working Capital Sponsor Warrant then held by the Sponsor or its Permitted Transferees in the event of a redemption) not exercised on or before the Expiration Date shall become null and void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m., p.m. New York City, City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, provided that the Company shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants; providedWarrants and, further, provided further that any such extension shall be identical in duration among all the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (A) commencing on the later of the date that is: (i) the date that is thirty (30) days after the first date on which the Company completes a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving the Company and one or more businesses (a “Business Combination and Combination”), or (ii) the date that is twelve (12) months from the date of the closing of the Offering, and (B) terminating at the earliest to occur of (x) 5:00 p.m., New York City time, time on the earlier to occur of: (x) the date that is five (5) years after the date on which the Company completes its initial Business Combination, (y) the liquidation of the Company in accordance with the Company’s amended and restated memorandum and articles certificate of association (incorporation as amended, supplemented or otherwise modified amended from time to time, the “Amended and Restated Memorandum and Articles of Association”), if the Company fails to complete a Business Combination, and or (z) other than with respect to the Private Placement Warrants and the Working Capital Warrants then held by the Sponsor or its their Permitted Transferees, 5:00 p.m., New York city time, on the Redemption Date (as defined below) as provided in Section 6.3 6.2 hereof (the “Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.2, 3.3.2 below with respect to an effective registration statement or a valid exemption therefrom being availablestatement. Except with respect to the right to receive the Redemption Price (as defined below) (other than with respect to a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its their Permitted Transferees) in the event of a redemption (as set forth in Section 66 hereof), each outstanding Warrant (other than a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted Transferees in the event of a redemption) not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m., p.m. New York City, City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants; providedWarrants and, further, provided further that any such extension shall be identical in duration among all the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (A) commencing on the later of of: (i) the date that is thirty (30) days after the first date on which the Company completes a Business Combination and Combination, or (ii) the date that is twelve (12) months from the date of the closing of the Offering, and (B) terminating at the earliest to occur of (x) 5:00 p.m., New York City time, time on the earlier to occur of: (x) the date that is five (5) years after the date on which the Company completes its initial Business Combination, (y) the liquidation of the Company in accordance with the Company’s amended and restated memorandum and articles of association (as amended, supplemented or otherwise modified from time to time, the “Amended and Restated Memorandum and Articles of Association”), if the Company fails to complete a Business Combination, and or (z) other than with respect to the Private Placement Warrants and the Working Capital Warrants then held by the Sponsor or its any Permitted TransfereesTransferees with respect to a redemption pursuant to Section 6.1 hereof or, if the Reference Value equals or exceeds $18.00 per share (subject to adjustment in compliance with Section 4 hereof), Section 6.2 hereof (each, an “Inapplicable Redemption”), 5:00 p.m., New York city time, City time on the Redemption Date (as defined below) as provided in Section 6.3 hereof (the “Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.23.3.2 below, with respect to an effective registration statement or a valid exemption therefrom from registration being available. Except with respect to the right to receive the Redemption Price (as defined below) (other than with respect to a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted Transferees) in the event of a redemption (as set forth in Section 6an Inapplicable Redemption), each Warrant (other than a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its any Permitted Transferees in the event of a redemptionwith respect to an Inapplicable Redemption) not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m., p.m. New York City, City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants; providedWarrants and, further, provided further that any such extension shall be identical in duration among all the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (A) commencing on the later of of: (i) the date that is thirty (30) days after the first date on which the Company completes a Business Combination Combination, and (ii) the date that is twelve (12) months from the date of the closing of the Offering, and (B) terminating at the earliest to occur of (x) 5:00 p.m., New York City time, time on the date that is five (5) years after the date on which the Company completes its initial Business Combination, (y) the liquidation of the Company in accordance with the Company’s amended and restated memorandum and articles of association (association, as amended, supplemented or otherwise modified amended from time to time, the “Amended and Restated Memorandum and Articles of Association”), if the Company fails to complete a Business Combination, and (z) 5:00 p.m., New York City time on, other than with respect to the Private Placement Warrants and the Working Capital Warrants then held by the Sponsor or its Permitted Transferees, 5:00 p.m., New York city time, on the Redemption Date (as defined below) as provided in Section 6.3 6.2 hereof (the “Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.23.3.2 below, with respect to an effective registration statement or a valid exemption therefrom being availablestatement. Except with respect to the right to receive the Redemption Price (as defined below) (other than with respect to a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted Transferees) in the event of a redemption (as set forth in Section 66 hereof), each Warrant (other than a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted Transferees in the event of a redemption) not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m., p.m. New York City, City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, provided that the Company shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants; providedWarrants and, further, provided further that any such extension shall be identical in duration among all the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (A) commencing on the later of (i) the date that is thirty (30) days after the first date on which the Company completes a Business Combination and (ii) the date that is twelve (12) months from the date of the closing of the Offering, and (B) terminating at the earliest to occur of (x) 5:00 p.m., New York City time, on the date that is five (5) years after the date on which the Company completes its initial Business Combination, (y) the liquidation of the Company in accordance with the Company’s amended and restated memorandum and articles of association (as amended, supplemented or otherwise modified from time to time, the “Amended and Restated Memorandum and Articles of Association”), if the Company fails to complete a Business Combination, and (z) other than with respect to the Private Placement Warrants, the Working Capital Warrants and the Working Capital Extension Loan Warrants then held by the Sponsor or its Permitted Transferees, 5:00 p.m., New York city time, on the Redemption Date (as defined below) as provided in Section 6.3 (the “Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.2, with respect to an effective registration statement or a valid exemption therefrom being available. Except with respect to the right to receive the Redemption Price (as defined below) (other than with respect to a Private Placement Warrant or Warrant, a Working Capital Warrant or an Extension Loan Warrant then held by the Sponsor or its Permitted Transferees) in the event of a redemption (as set forth in Section 6), each Warrant (other than a Private Placement Warrant or Warrant, a Working Capital Warrant or an Extension Loan Warrant then held by the Sponsor or its Permitted Transferees in the event of a redemption) not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m., New York City, time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants; provided, further, that any such extension shall be identical in duration among all the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (A) commencing on the later of (i) the date that is thirty (30) days after the first date on which the Company completes a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, involving the Company and one or more businesses (a “Business Combination Combination”) and (ii) the date that is twelve (12) months from the date of the closing of the Offering, and (B) terminating at the earliest to occur of of: (x) at 5:00 p.m., New York City time, time on the date that is five (5) years after the date on which the Company completes its initial Business Combination, (y) the liquidation of the Company in accordance with the Company’s amended and restated memorandum and articles of association (as amended, supplemented or otherwise modified from time to time, the “Amended and Restated Memorandum and Articles of Association”), if the Company fails to complete a Business Combination, and (z) other than with respect to the Private Placement Warrants and Warrants, the Working Capital Warrants then held by the Sponsor or its Permitted Transfereesand Extension Warrants, at 5:00 p.m., New York city time, City time on the Redemption Date (as defined below) as provided in Section 6.3 hereof (the “Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.23.3.2 below, with respect to an effective registration statement or a valid exemption therefrom being available. Except with respect to the right to receive the Redemption Price (as defined below) (other than with respect to a Private Placement Warrant or Warrant, a Working Capital Warrant then held by the Sponsor or its Permitted Transferees) an Extension Warrant in the event of a redemption (as set forth in Section 66 hereof), each outstanding Warrant (other than a Private Placement Warrant or Warrant, a Working Capital Warrant then held by the Sponsor or its Permitted Transferees in the event of a redemption) an Extension Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m., p.m. New York City, City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants; providedWarrants and, further, provided further that any such extension shall be identical in duration among all the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (A) commencing on the later of the date that is: (i) the date that is thirty (30) 30 days after the first date on which the Company completes a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, involving the Company and one or more businesses (a “Business Combination and Combination”), or (ii) the date that is twelve (12) 12 months from the date of the closing of the Offering, and (B) terminating at the earliest to occur of (x) 5:00 p.m., New York City time, time on the earlier to occur of: (x) the date that is five (5) years after the date on which the Company completes its initial Business Combination, (y) the liquidation of the Company in accordance with the Company’s amended and restated memorandum and articles of association (association, as amended, supplemented or otherwise modified amended from time to time, the “Amended and Restated Memorandum and Articles of Association”), if the Company fails to complete a Business Combination, and or (z) other than with respect to the Private Placement Warrants and the Working Capital Warrants to the extent then held by the Sponsor initial purchasers or its their respective Permitted Transferees, 5:00 p.m.as applicable, New York city time, on the Redemption Date (as defined below) as provided in Section 6.3 6.2 hereof (the “Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.2, Section 3.3.2 below with respect to an effective registration statement or a valid exemption therefrom being availablestatement. Except with respect to the right to receive the Redemption Price (as defined below) (other than with respect to a Private Placement Warrant or a Working Capital Warrant to the extent then held by the Sponsor initial purchasers or its any of their respective Permitted Transferees) in the event of a redemption (as set forth in Section 66 hereof), each outstanding Warrant (other than a Private Placement Warrant or a Working Capital Warrant to the extent then held by the Sponsor initial purchasers or its their respective Permitted Transferees in the event of a redemption) not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m., p.m. New York City, City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company shall provide at least twenty (20) days 20 days’ prior written notice of any such extension to Registered Holders of the Warrants; providedWarrants and, further, provided further that any such extension shall be identical in duration among all the Warrants. Notwithstanding anything contained in this Agreement to the contrary, so long as the Private Placement Warrants held by the Representative are held by the Representative or its designees or affiliates, such Private Placement Warrants may not be exercised after five years from the effective date of the Registration Statement.

Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (A) commencing on the later of (i) the date that is thirty (30) days after the first date on which the Company completes a Business Combination and (ii) the date that is twelve (12) months from the date of the closing of the Offering, hereof and (B) terminating at the earliest to occur of (x) 5:00 p.m., New York City time, time on the date that is five ten (510) years after the date on which the Company completes its initial Business Combination, (y) the liquidation of the Company in accordance with the Company’s amended and restated memorandum and articles of association (as amended, supplemented or otherwise modified from time to time, the “Amended and Restated Memorandum and Articles of Association”), if the Company fails to complete a Business Combination, and (z) other than with respect to the Private Placement Warrants and the Working Capital Warrants then held by the Sponsor or its Permitted Transferees, 5:00 p.m., New York city time, on the Redemption Date (as defined below) as provided in Section 6.3 hereof (the “Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.22.3.2 below, with respect to an effective registration statement or a valid exemption therefrom being available. Except ; provided, further, that any Warrant may be classified by the Company upon the issuance of such Warrant, with respect the consent of the Warrantholder, as an “Option Contingent Warrant” (it being understood that the Warrants granted to Hoya Topco on the date hereof shall consist of Option Contingent Warrants to purchase 1,000,000 Intermediate Common Units and other Warrants to purchase 2,000,000 Intermediate Common Units), and any such Option Contingent Warrant shall be exercisable only to the right extent, and following, the forfeiture or cancellation of an equivalent number of options to receive purchase shares of Class A common stock of VS PubCo (“PubCo Common Stock”) which options are issued pursuant to the Redemption 2021 Vivid Seats Equity Incentive Plan within thirty (30) days of the date hereof with an exercise price equal to the Warrant Price (as defined belowor, if the fair market value of such shares of PubCo Common Stock is greater than the Warrant Price at the time of issuance, the fair market value of a share of PubCo Common Stock) (other than with respect such options, the “Matching PubCo Options”). For the avoidance of doubt, upon the forfeiture or cancellation of any Matching PubCo Option, an equivalent number of Option Contingent Warrants shall become exercisable pursuant to a Private Placement the terms hereof applicable to Warrants. Each Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted Transferees) in the event of a redemption (as set forth in Section 6), each Warrant (other than a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted Transferees in the event of a redemption) not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m., p.m. New York City, City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, provided that the Company shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants; providedWarrants and, further, provided further that any such extension shall be identical in duration among all the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (A) commencing on the later of (i) the date that is thirty (30) days after the first date on which the Company completes a Business Combination and (ii) the date that is twelve (12) months from the date of the closing of the OfferingCombination, and (B) terminating at the earliest earlier to occur of of: (xw) 5:00 p.m., New York City time, time on the date that is five (5) years after the date on which the Company completes its initial Business Combination, (yx) the liquidation of the Company in accordance with the Company’s certificate of incorporation, as amended and restated memorandum and articles of association (as amended, supplemented or otherwise modified from time to time, the “Amended and Restated Memorandum and Articles of Association”), if the Company fails to complete consummate a Business Combination, provided, however, that the Private Placement Warrants issued to Cowen Investments will not be exercisable more than five years from the effective date of the Registration Statement in accordance with FINRA Rule 5110(f)(2)(G)(i), and (zy) other than with respect to the Private Placement Warrants and the Working Capital Warrants then held by any of the Sponsor Founders or its their Permitted Transferees, 5:00 p.m., New York city time, on the Redemption Date (as defined below) as provided in Section 6.3 hereof (the “Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.23.3.2 below, with respect to an effective registration statement or a valid exemption therefrom being available. Except with respect to the right to receive the Redemption Price (as defined below) (other than with respect to a Private Placement Warrant or a Working Capital Warrant then held by any of the Sponsor Founders or its their Permitted Transferees) in the event of a redemption (as set forth in Section 66 hereof), each Warrant (other than a Private Placement Warrant or a Working Capital Warrant then held by any of the Sponsor Founders or its their Permitted Transferees in the event of a redemption) not exercised on or before the Expiration Date shall become null and void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m., p.m. New York City, City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, provided that the Company shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants; providedWarrants and, further, provided further that any such extension shall be identical in duration among all the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (A) commencing on the later of of: (i) the date that is thirty (30) days after the first date on which completion of the Company completes a Initial Business Combination and or (ii) the date that is twelve (12) months from the date of the closing of the Offering, and (B) terminating at the earliest to occur of (x) 5:00 p.m., New York City time, time on the earliest to occur of: (x) the date that is five (5) years after the date on which the Company completes its initial the Initial Business Combination, (y) the liquidation of the Company in accordance with the Company’s amended and restated memorandum and articles of association (as amended, supplemented or otherwise modified from time to time, the “Amended and Restated Memorandum and Articles Certificate of Association”), Incorporation if the Company fails to complete a the Initial Business Combination, and (z) other than with respect to the Private Placement Warrants and the Working Capital Warrants then held by the Sponsor or its Permitted Transferees, 5:00 p.m., New York city time, on the Redemption Date (as defined below) for such Warrant as provided in Section 6.3 hereof (the “Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.2, 3.3.2 below with respect to an effective registration statement or a valid exemption therefrom being available; and provided, further, that the Underwriters may not exercise any Private Placement Warrant held by them at any time after the fifth anniversary of the effective date of the Registration Statement. Except with respect to the right to receive the Redemption Price (as defined below) (other than with respect to a the Private Placement Warrant or a Warrants and the Working Capital Warrant Warrants, in each case, then held by the Sponsor original holders thereof or its their Permitted Transferees) Transferees in the event of a redemption (as set forth in pursuant to Section 66.1 hereof), each Warrant (other than a Private Placement Warrant or a Working Capital Warrant Warrant, in each case, then held by the Sponsor original holders thereof or its their Permitted Transferees in the event of a redemptionredemption pursuant to Section 6.1 hereof) not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m., p.m. New York City, City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants; providedWarrants and, further, provided further that any such extension shall be identical in duration among all the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (A) commencing on the later of the date that is: (i) the date that is thirty (30) days after the first date on which the Company completes a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, involving the Company and one or more businesses (a “Business Combination and Combination”), or (ii) the date that is twelve (12) months from the date of the closing of the Offering, and (B) terminating at the earliest to occur of (x) 5:00 p.m., New York City time, time on the earlier to occur of: (x) the date that is five (5) years after the date on which the Company completes its initial Business Combination, (y) the liquidation of the Company in accordance with the Company’s amended and restated memorandum and articles of association (association, as amended, supplemented or otherwise modified amended from time to time, the “Amended and Restated Memorandum and Articles of Association”), if the Company fails to complete a Business Combination, and or (z) other than with respect to the Private Placement Warrants and the Working Capital Warrants to the extent then held by the Sponsor Sponsor, HS Chronos or its their Permitted Transferees, 5:00 p.m.as applicable, New York city time, on the Redemption Date (as defined below) as provided in Section 6.3 6.2 hereof (the “Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.2, 3.3.2 below with respect to an effective registration statement or a valid exemption therefrom being availablestatement. Except with respect to the right to receive the Redemption Trigger Price (as defined below) (other than with respect to a Private Placement Warrant or a Working Capital Warrant to the extent then held by the Sponsor Sponsor, HS Chronos or any officers or directors of the Company, or any of its Permitted Transferees) in the event of a redemption (as set forth in Section 66 hereof), each outstanding Warrant (other than a Private Placement Warrant or a Working Capital Warrant to the extent then held by the Sponsor and HS Chronos or its any of their Permitted Transferees in the event of a redemption) not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m., p.m. New York City, City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants; providedWarrants and, further, provided further that any such extension shall be identical in duration among all the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (A) commencing on the later of (i) the date that is thirty completion of an acquisition by the Company of one or more operating businesses or assets through a merger, capital stock exchange, asset or stock acquisition, exchangeable share transaction or other similar business combination having collectively a transaction value (30as defined in the prospectus contained in the Registration Statement) days of at least 80% of the Company’s net assets at the time of the acquisition (a “Business Combination”), and (ii) one year after the first effective date of the Registration Statement, and terminating at 5:00 p.m., New York City time on which the Company completes a Business Combination earlier to occur of (i) four years after the effective date of the Registration Statement and (ii) the date that is twelve (12) months from the date fixed for redemption of the closing of the Offering, and (B) terminating at the earliest to occur of (x) 5:00 p.m., New York City time, on the date that is five (5) years after the date on which the Company completes its initial Business Combination, (y) the liquidation of the Company in accordance with the Company’s amended and restated memorandum and articles of association (as amended, supplemented or otherwise modified from time to time, the “Amended and Restated Memorandum and Articles of Association”), if the Company fails to complete a Business Combination, and (z) other than with respect to the Private Placement Warrants and the Working Capital Warrants then held by the Sponsor or its Permitted Transferees, 5:00 p.m., New York city time, on the Redemption Date (as defined below) as provided in Section 6.3 6 of this Warrant Agreement (the “Expiration Date”); provided, however, that the Warrants shall not be exercisable and the Company shall not be obligated to issue Common Stock in respect thereof unless, at the time a holder seeks to exercise the Warrants, a prospectus relating to the Common Stock issuable upon exercise of any Warrant shall the Warrants is current and the Common Stock has been registered or qualified or deemed to be subject to exempt under the satisfaction securities laws of any applicable conditions, as set forth in subsection 3.3.2, with respect to an effective registration statement or a valid exemption therefrom being availablethe state of residence of the holder of the Warrants. Except with respect to the right to receive the Redemption Price (as defined below) (other than with respect to a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted Transferees) in the event of a redemption (as set forth in Section 66 hereunder), each Warrant (other than a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted Transferees in the event of a redemption) not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Warrant Agreement shall cease at 5:00 p.m., New York City, time the close of business on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that any extension of the duration of the Warrants must apply equally to all of the Warrants. Should the Company wish to extend the Expiration Date of the Warrants, the Company shall provide advance notice to the American Stock Exchange, and shall, if possible, provide at least twenty (20) days prior written two months’ advance notice to the American Stock Exchange, but in no event will the Company provide less than 20 days’ advance notice of any such extension to Registered Holders of the Warrants; provided, further, that any such extension shall be identical in duration among all the WarrantsAmerican Stock Exchange.

Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (A) commencing on the later of of: (i) the date that is thirty (30) days after the first date on which the Company completes a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving the Company and one or more businesses (a “Business Combination and Combination”), or (ii) the date that is twelve (12) months from the date of the closing of the Offering, and (B) terminating at the earliest to occur of (x) 5:00 p.m., New York City time, time on the earlier to occur of: (x) the date that is five (5) years after the date on which the Company completes its initial Business Combination, (y) the commencement of the winding up and liquidation of the Company in accordance with the Company’s its amended and restated memorandum and articles certificate of association (incorporation, as amended, supplemented or otherwise modified amended from time to time, the “Amended and Restated Memorandum and Articles of Association”), if the Company fails to complete a Business Combination, and or (z) other than with respect to the Private Placement Warrants and the Working Capital Warrants to the extent then held by the Sponsor original purchasers thereof or its their Permitted Transferees, 5:00 p.m., New York city time, on the Redemption Date (as defined below) as provided in Section 6.3 hereof (the “Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.2, 3.3.2 below with respect to an effective registration statement or a valid exemption therefrom being available. Except with respect to the right to receive the Redemption Price (as defined below) (other than with respect to a Private Placement Warrant or a Working Capital Warrant to the extent then held by the Sponsor original purchasers thereof or its their Permitted Transferees) Transferees in the event of a redemption (as set forth in Section 66 hereof)), each outstanding Warrant (other than a Private Placement Warrant or a Working Capital Warrant to the extent then held by the Sponsor original purchasers thereof or its their Permitted Transferees in the event of a redemptionredemption as provided in Section 6 hereof) not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m., p.m. New York City, City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants; providedWarrants and, further, provided further that any such extension shall be identical in duration among all the Warrants. Notwithstanding anything to the contrary contained herein, for so long as any Private Placement Warrant is held by Cantor and/or its designees, such Private Placement Warrant may not be exercised after five years from the effective date of the Registration Statement.

Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (A) commencing on the later of of: (i) the date that is thirty (30) days after the first date on which the Company completes a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, involving the Company and one or more businesses (a “Business Combination Combination”), and (ii) the date that is twelve (12) months from the date of the closing of the Offering, and (B) terminating at the earliest to occur of (x) 5:00 p.m., New York City time, time on the date that is five (5) years after the date on which the Company completes its initial Business Combination, (y) the liquidation of the Company in accordance with the Company’s amended and restated memorandum and articles of association (association, as amended, supplemented or otherwise modified amended from time to time, the “Amended and Restated Memorandum and Articles of Association”), if the Company fails to complete a Business Combination, and (z) 5:00 p.m., New York City time on, other than with respect to the Private Placement Warrants and the Working Capital Warrants then held by the Sponsor or its Permitted TransfereesWarrants, 5:00 p.m., New York city time, on the Redemption Date (as defined below) as provided in Section 6.3 6.2 hereof (the “Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.23.3.2 below, with respect to an effective registration statement or a valid exemption therefrom being availablestatement. Except with respect to the right to receive the Redemption Price (as defined below) (other than with respect to a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted TransfereesWarrant) in the event of a redemption (as set forth in Section 66 hereof), each Warrant (other than a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted Transferees in the event of a redemption) not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m., p.m. New York City, City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, provided that the Company shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants; providedWarrants and, further, provided further that any such extension shall be identical in duration among all the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (A) commencing on the later of (i) the date that is thirty (30) days after the first date on which the Company completes a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving the Company and one or more businesses (a “Business Combination and (ii) the date that is twelve (12) months from the date of the closing of the OfferingCombination”), and (B) terminating at the earliest to occur of (x) 5:00 p.m., New York City time, time on the earlier to occur of: (x) the date that is five (5) years after the date on which the Company completes its initial Business Combination, (y) the liquidation of the Company in accordance with the Company’s amended and restated memorandum and articles of association (as amended, supplemented or otherwise modified from time to time, the “Amended and Restated Memorandum and Articles of Association”), if the Company fails to complete a Business Combination, and (z) other than with respect to the Private Placement Warrants and the Working Capital Warrants then held by the Sponsor or its Permitted TransfereesWarrants, 5:00 p.m., New York city time, on the Redemption Date (as defined below) as provided in Section 6.3 6.2 hereof (the “Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.23.3.2 below, with respect to an effective registration statement or a valid exemption therefrom being available. Except with respect to the right to receive the Redemption Price (as defined below) (other than with respect to a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted Transferees) Warrant), in the event of a redemption (as set forth in Section 66 hereof), each outstanding Warrant (other than a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted Transferees in the event of a redemption) not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m., p.m. New York City, City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company shall provide at least twenty thirty (2030) days prior written notice of any such extension to Registered Holders of the Warrants; providedWarrants and, further, provided further that any such extension shall be identical in duration among all the Warrants. If the Company anticipates that it may not be able to consummate an initial Business Combination within the combination period, it may extend the period of time by which it must complete its initial business combination in accordance with the Company’s amended and restated certificate of incorporation. Notwithstanding anything to the contrary contained herein, any Private Placement Warrant issued to the Representative will not be exercisable more than (5) five years after the effective date of the Registration Statement in accordance with FINRA Rule 5110(g)(8)(A).

Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (A) commencing on the later of (i) the date that is thirty (30) days after the first date on which the Company completes a merger, stock exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a “Business Combination and (ii) the date that is twelve (12) months from the date of the closing of the OfferingCombination”), and (B) terminating at upon the earliest to occur of (x) at 5:00 p.m., New York City time, on the date that is five (5) years after the date on which the Company completes its initial Business Combination, (y) the liquidation of the Company in accordance with the Company’s amended and restated memorandum and articles of association (as further amended, supplemented or otherwise modified from time to time, the “Amended and Restated Memorandum and Articles of Association”), if the Company fails to complete consummate a Business Combination, Combination and (z) other than with respect to the Private Placement Warrants and the Working Capital Warrants then held by the Sponsor or its Permitted Transferees, at 5:00 p.m., New York city City time, on the Redemption Date (as defined below) as provided in Section 6.3 6.2 (the “Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.2, 3.3.2 with respect to an effective registration statement or a valid exemption therefrom being available. Except with respect to the right to receive the Redemption Price (as defined below) (other than with respect to a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted Transferees) in the event of a redemption (as set forth in Section 6), each Warrant (other than a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted Transferees in the event of a redemption) not exercised on or before the Expiration Date shall become null and void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m., New York CityCity time, time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants; provided, further, that any such extension shall be identical in duration among all of the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (A) commencing on the later of of: (i) the date that is thirty (30) days after the first date on which the Company completes an acquisition, through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (a “Business Combination and Combination”), or (ii) the date that is twelve (12) months from the date of the closing of the Offering, and (B) terminating at the earliest to occur of (x) 5:00 p.m., New York City timetime on the earlier to occur of: (x) with respect to any warrant other than a Cowen Held Warrant, on the date that is five (5) years after the date on which the Company completes its initial Business CombinationCombination and, with respect to a Cowen Held Warrant, the date that is five (5) years after the date on which the Registration Statement is declared effective by the Commission, (y) the liquidation of the Company in accordance with the Company’s amended and restated memorandum and articles of association (as amended, supplemented or otherwise modified from time to time, the “Amended and Restated Memorandum and Articles of Association”), if the Company fails to complete consummate a Business CombinationCombination twenty-one (21) months from the closing of the Offering, and or (z) other than with respect to the Private Placement Warrants and the Working Capital Warrants then held by the Sponsor or its Permitted TransfereesWarrants, 5:00 p.m., New York city time, on the Redemption Date (as defined below) as provided in Section 6.3 6.2 hereof (the “Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.2, 3.3.2 below with respect to an effective registration statement or a valid exemption therefrom being availablestatement. Except with respect to the right to receive the Redemption Price (as defined below) (other than with respect to a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted TransfereesWarrant) in the event of a redemption (as set forth in Section 66 hereof), each Warrant (other than a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted Transferees in the event of a redemption) not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m., p.m. New York City, City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants; providedWarrants and, further, provided further that any such extension shall be identical in duration among all the Warrants.