Common use of Private Placement of Warrants Clause in Contracts

Private Placement of Warrants. Simultaneously with the Closing Date, the Sponsor will purchase from the Company pursuant to the Purchase Agreement (as defined in Section 2.21.2 hereof), 10,500,000 private placement warrants, each exercisable to purchase one share of Class A Common Stock at $11.50 per share, at a purchase price of $1.00 per warrant (the “Private Placement Warrants”) in a private placement intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Purchase Agreement, up to an additional 1,200,000 Private Placement Warrants at a purchase price of $1.00 per Private Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act (the “Option Private Placement Warrants”). The private placement of the Private Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Private Placement Warrants nor the underlying shares of Class A Common Stock may be sold, assigned or transferred by the Sponsor or its permitted transferees until 30 days after consummation of a Business Combination. The proceeds from the sale of the Private Placement Warrants and all of the proceeds from the sale of the Option Private Placement Warrants, if any, shall be deposited into the Trust Account to the extent needed for the Trust Account to Equal 102% of the gross proceeds from the Offering.

Private Placement of Warrants. Simultaneously with the Closing Date, the Sponsor will purchase from the Company pursuant to the Purchase Agreement (as defined in Section 2.21.2 hereof), 10,500,000 6,895,000 private placement warrants, each exercisable to purchase one share of Class A Common Stock at $11.50 per share, at a purchase price of $1.00 per warrant (the “Private Placement Warrants”) in a private placement intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Purchase Agreement, up to an additional 1,200,000 337,500 Private Placement Warrants at a purchase price of $1.00 per Private Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act (the “Option Private Placement Warrants”). The Private Placement Warrants and Option Private Placement Warrants, if any, are substantially identical to the Warrants, subject to certain exceptions. The private placement of the Private Placement Warrants and Option Private Placement Warrants, if any, is referred to herein as the “Warrant Private Placement.” None of the Private Placement Warrants Warrants, Option Private Placement Warrants, if any, nor the underlying shares of Class A Common Stock may be sold, assigned or transferred by the Sponsor or its permitted transferees until 30 days after consummation of a Business Combination. The Certain proceeds from the sale of the Private Placement Warrants and all of the proceeds from the sale of the Option Private Placement Warrants, if any, shall be deposited into the Trust Account to the extent needed for the Trust Account to Equal 102% of the gross proceeds from the OfferingAccount.

Private Placement of Warrants. Simultaneously with the Closing Date, the Sponsor will purchase from the Company pursuant to the Purchase Agreement (as defined in Section 2.21.2 hereof), 10,500,000 5,466,667 private placement warrants, each exercisable to purchase one share of Class A Common Stock at $11.50 per share, at a purchase price of $1.00 1.50 per warrant (the “Private Placement Warrants”) in a private placement intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Purchase Agreement, up to an additional 1,200,000 600,000 Private Placement Warrants at a purchase price of $1.00 1.50 per Private Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act (the “Option Private Placement Warrants”). The private placement of the Private Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Private Placement Warrants nor the underlying shares of Class A Common Stock may be sold, assigned or transferred by the Sponsor or its permitted transferees until 30 days after consummation of a Business Combination. The $6,000,000 of the proceeds from the sale of the Private Placement Warrants and all of the proceeds from the sale of the Option Private Placement Warrants, if any, shall be deposited into the Trust Account to the extent needed for the Trust Account to Equal 102% of the gross proceeds from the OfferingAccount.

Private Placement of Warrants. Simultaneously with the Closing Date, the Sponsor will purchase from the Company pursuant to the Purchase Agreement (as defined in Section 2.21.2 hereof), 10,500,000 6,250,000 private placement warrants, each exercisable to purchase one share of Class A Common Stock Ordinary Shares at $11.50 per share, at a purchase price of $1.00 per warrant (the “Private Placement Warrants”) in a private placement intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Purchase Agreement, up to an additional 1,200,000 600,000 Private Placement Warrants (if the Over-allotment Option is exercised in full) at a purchase price of $1.00 per Private Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act (the “Option Private Placement Warrants”). The private placement of the Private Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Private Placement Warrants nor the underlying shares of Class A Common Stock Ordinary Shares may be sold, assigned or transferred by the Sponsor or its permitted transferees until 30 days after consummation of a Business Combination. The $6,250,000 of the proceeds from the sale of the Private Placement Warrants and all of the proceeds from the sale of the Option Private Placement Warrants, if any, shall be deposited into the Trust Account to the extent needed for the Trust Account to Equal 102% of the gross proceeds from the OfferingAccount.

Private Placement of Warrants. Simultaneously with the Closing Date, the Sponsor Sponsor, Xxxxxxx Xxxxxx and GR Sleep LLC (an entity controlled by Xxxxx Xxxxxx) (collectively, the “PPW Investors”) will purchase from the Company pursuant to the Purchase Agreement Agreements (as defined in Section 2.21.2 hereof), 10,500,000 an aggregate 8,250,000 private placement warrants, each exercisable to purchase one share of Class A Common Stock Ordinary Shares at $11.50 per share, at a purchase price of $1.00 per warrant (the “Private Placement Warrants”) in a private placement intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the Sponsor PPW Investors will purchase from the Company pursuant to the Purchase AgreementAgreements, up to an additional 1,200,000 900,000 Private Placement Warrants (if the Over-allotment Option is exercised in full) at a purchase price of $1.00 per Private Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act (the “Option Private Placement Warrants”). The private placement of the Private Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Private Placement Warrants nor the underlying shares of Class A Common Stock Ordinary Shares may be sold, assigned or transferred by the Sponsor PPW Investors or its their permitted transferees until 30 days after consummation of a Business Combination. The $6,000,000 of the proceeds from the sale of the Private Placement Warrants and all of the proceeds from the sale of the Option Private Placement Warrants, if any, shall be deposited into the Trust Account to the extent needed for the Trust Account to Equal 102% of the gross proceeds from the OfferingAccount.

Private Placement of Warrants. Simultaneously with the Closing Date, the Sponsor will purchase from the Company pursuant to the Purchase Agreement (as defined in Section 2.21.2 hereof), 10,500,000 5,416,666 private placement warrants, each exercisable to purchase one share of Class A Common Stock at $11.50 per share, at a purchase price of $1.00 1.50 per warrant (the “Private Placement Warrants”) in a private placement intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Purchase Agreement, up to an additional 1,200,000 600,000 Private Placement Warrants (if the Over-allotment Option is exercised in full) at a purchase price of $1.00 1.50 per Private Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act (the “Option Private Placement Warrants”). The private placement of the Private Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Private Placement Warrants nor the underlying shares of Class A Common Stock may be sold, assigned or transferred by the Sponsor or its permitted transferees until 30 days after consummation of a Business Combination. The $6,000,000 of the proceeds from the sale of the Private Placement Warrants and all of the proceeds from the sale of the Option Private Placement Warrants, if any, shall be deposited into the Trust Account to the extent needed for the Trust Account to Equal 102% of the gross proceeds from the OfferingAccount.

Private Placement of Warrants. Simultaneously with the Closing Date, the Sponsor and the Underwriters will purchase from the Company pursuant to the Purchase Agreement Agreements (as defined in Section 2.21.2 hereof), 10,500,000 10,650,000 private placement warrantswarrants (9,600,000 to be purchased by the Sponsor and 1,050,000 to be purchased by the Underwriters), each exercisable to purchase one share of Class A Common Stock at $11.50 per share, at a purchase price of $1.00 per warrant (the “Private Placement Warrants”) in a private placement placements intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company Company, pursuant to the Sponsor Purchase AgreementAgreement (as defined in Section 2.21.2 hereof), up to an additional 1,200,000 1,260,000 Private Placement Warrants (if the Over-allotment Option is exercised in full) at a purchase price of $1.00 per Private Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act (the “Option Private Placement Warrants”). The private placement of the Private Placement Warrants is referred to herein as the “Warrant Private PlacementPlacements.” None of the Private Placement Warrants nor the underlying shares of Class A Common Stock may be sold, assigned or transferred by the Sponsor Sponsor, the Underwriters or its their permitted transferees until 30 days after consummation of a Business Combination. The Certain of the proceeds from the sale of the Private Placement Warrants and all of the proceeds from the sale of the Option Private Placement Warrants, if any, shall be deposited into the Trust Account to the extent needed for the Trust Account to Equal 102% of the gross proceeds from the OfferingAccount.

Private Placement of Warrants. Simultaneously with the Closing Date, the Sponsor will purchase from the Company pursuant to the Purchase Agreement (as defined in Section 2.21.2 hereof), 10,500,000 6,500,000 private placement warrants, each exercisable to purchase one share of Class A Common Stock at $11.50 per share, at a purchase price of $1.00 per warrant (the “Firm Private Placement Warrants”) in a private placement intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Purchase Agreement, up to an additional 1,200,000 Private Placement Warrants 600,000 warrants at a purchase price of $1.00 per Private Placement Warrant warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act (the “Option Private Placement Warrants”). Additionally, the Sponsor may subsequently purchase, at its option, 2,000,000 additional warrants (or up to 2,300,000 additional warrants if the over-allotment option is exercised in full) in order to extend the initial time period to consummate a Business Combination, each warrant entitling its holder, upon exercise, to purchase one share of Class A Common Stock, for $1.00 per warrant (the “Extension Private Placement Warrants” and, together with the Option Private Placement Warrants and the Firm Private Placement Warrants, the “Private Placement Warrants”). The private placement of the Private Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Private Placement Warrants nor the underlying shares of Class A Common Stock may be sold, assigned or transferred by the Sponsor or its permitted transferees until 30 days after consummation of a Business Combination. The $[4,000,000] of the proceeds from the sale of the Firm Private Placement Warrants and all of the proceeds from the sale sales of the Option Private Placement Warrants and Extension Private Placement Warrants, if any, shall be deposited into the Trust Account to the extent needed for the Trust Account to Equal 102% of the gross proceeds from the OfferingAccount.

Private Placement of Warrants. Simultaneously with the Closing Date, the Sponsor will purchase from the Company pursuant to the Purchase Agreement (as defined in Section 2.21.2 hereof), 10,500,000 6,500,000 private placement warrants, each exercisable to purchase one share of Class A Common Stock at $11.50 per share, at a purchase price of $1.00 per warrant (the “Firm Private Placement Warrants”) in a private placement intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any)Additionally, the Sponsor will purchase may subsequently extend, at its option, the time period to complete a Business Combination up to two times, each by an additional 3 months (for a total of up to 24 months to complete a Business Combination from the Company pursuant to the Purchase Agreement, closing of this offering) by purchasing 2,000,000 additional warrants (or up to an 2,300,000 additional 1,200,000 Private Placement Warrants at a warrants if the over-allotment option is exercised in full) per extension, each warrant entitling its holder, upon exercise, to purchase price one share of Class A Common Stock, for $1.00 per Private Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act warrant (the “Option Extension Private Placement Warrants” and, together with the Firm Private Placement Warrants, the “Private Placement Warrants”). The private placement of the Private Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Private Placement Warrants nor the underlying shares of Class A Common Stock may be sold, assigned or transferred by the Sponsor or its permitted transferees until 30 days after consummation of a Business Combination. The $4,000,000 of the proceeds from the sale of the Firm Private Placement Warrants and all of the proceeds from the sale sales of the Option Extension Private Placement Warrants, if any, shall be deposited into the Trust Account to the extent needed for the Trust Account to Equal 102% of the gross proceeds from the OfferingAccount.

Private Placement of Warrants. Simultaneously with the Closing Date, the Sponsor will purchase from the Company pursuant to the Purchase Agreement (as defined in Section 2.21.2 hereof), 10,500,000 6,500,000 private placement warrants, each exercisable to purchase one share of Class A Common Stock at $11.50 per share, at a purchase price of $1.00 per warrant (the “Firm Private Placement Warrants”) in a private placement intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any)Additionally, the Sponsor will purchase may subsequently extend, at its option, the time period to complete a Business Combination up to two times, each by an additional 3 months (for a total of up to 24 months to complete a Business Combination from the Company pursuant to the Purchase Agreement, closing of this offering) by purchasing 2,000,000 additional warrants (or up to an 2,300,000 additional 1,200,000 Private Placement Warrants at a warrants if the over-allotment option is exercised in full) per extension, each warrant entitling its holder, upon exercise, to purchase price one share of Class A Common Stock, for $1.00 per Private Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act warrant (the “Option Extension Private Placement Warrants” and, together with the Firm Private Placement Warrants, the “Private Placement Warrants”). The private placement of the Private Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Private Placement Warrants nor the underlying shares of Class A Common Stock may be sold, assigned or transferred by the Sponsor or its permitted transferees until 30 days after consummation of a Business Combination. The $[4,000,000] of the proceeds from the sale of the Firm Private Placement Warrants and all of the proceeds from the sale sales of the Option Extension Private Placement Warrants, if any, shall be deposited into the Trust Account to the extent needed for the Trust Account to Equal 102% of the gross proceeds from the OfferingAccount.

Private Placement of Warrants. Simultaneously with the Closing Date, the Sponsor and the Underwriters will purchase from the Company pursuant to the Purchase Agreement Agreements (as defined in Section 2.21.2 hereof), 10,500,000 10,250,000 private placement warrantswarrants (9,250,000 to be purchased by the Sponsor and 1,000,000 to be purchased by the Underwriters), each exercisable to purchase one share of Class A Common Stock at $11.50 per share, at a purchase price of $1.00 per warrant (the “Private Placement Warrants”) in a private placement intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company Company, pursuant to the Sponsor Purchase AgreementAgreement (as defined in Section 2.21.2 hereof), up to an additional 1,200,000 Private Placement Warrants (if the Over-allotment Option is exercised in full) at a purchase price of $1.00 per Private Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act (the “Option Private Placement Warrants”). The private placement of the Private Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Private Placement Warrants nor the underlying shares of Class A Common Stock may be sold, assigned or transferred by the Sponsor Sponsor, the Underwriters or its their permitted transferees until 30 days after consummation of a Business Combination. The $8,000,000 of the proceeds from the sale of the Private Placement Warrants and all of the proceeds from the sale of the Option Private Placement Warrants, if any, shall be deposited into the Trust Account to the extent needed for the Trust Account to Equal 102% of the gross proceeds from the OfferingAccount.

Private Placement of Warrants. Simultaneously with the Closing Date, the Sponsor will purchase from the Company pursuant to the Purchase Agreement (as defined in Section 2.21.2 hereof), 10,500,000 4,333,333 private placement warrants, each exercisable to purchase one share of Class A Common Stock at $11.50 per share, at a purchase price of $1.00 1.50 per warrant (the “Private Placement Warrants”) in a private placement intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Purchase Agreement, up to an additional 1,200,000 450,000 Private Placement Warrants at a purchase price of $1.00 1.50 per Private Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act (the “Option Private Placement Warrants”). The Private Placement Warrants and Option Private Placement Warrants, if any, are substantially identical to the Warrants, subject to certain exceptions. The private placement of the Private Placement Warrants and Option Private Placement Warrants, if any, is referred to herein as the “Warrant Private Placement.” None of the Private Placement Warrants Warrants, Option Private Placement Warrants, if any, nor the underlying shares of Class A Common Stock may be sold, assigned or transferred by the Sponsor or its permitted transferees until 30 days after consummation of a Business Combination. The Certain proceeds from the sale of the Private Placement Warrants and all of the proceeds from the sale of the Option Private Placement Warrants, if any, shall be deposited into the Trust Account to the extent needed for the Trust Account to Equal 102% of the gross proceeds from the OfferingAccount.

Private Placement of Warrants. Simultaneously with the Closing Date, the Sponsor will purchase from the Company pursuant to the Purchase Agreement (as defined in Section 2.21.2 hereof), 10,500,000 4,666,667 private placement warrants, each exercisable to purchase one share of Class A Common Stock at $11.50 per share, at a purchase price of $1.00 1.50 per warrant (the “Private Placement Warrants”) in a private placement intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Purchase Agreement, up to an additional 1,200,000 500,000 Private Placement Warrants at a purchase price of $1.00 1.50 per Private Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act (the “Option Private Placement Warrants”). The Private Placement Warrants and Option Private Placement Warrants, if any, are substantially identical to the Warrants, subject to certain exceptions. The private placement of the Private Placement Warrants and Option Private Placement Warrants, if any, is referred to herein as the “Warrant Private Placement.” None of the Private Placement Warrants Warrants, Option Private Placement Warrants, if any, nor the underlying shares of Class A Common Stock may be sold, assigned or transferred by the Sponsor or its permitted transferees until 30 days after consummation of a Business Combination. The Certain proceeds from the sale of the Private Placement Warrants and all of the proceeds from the sale of the Option Private Placement Warrants, if any, shall be deposited into the Trust Account to the extent needed for the Trust Account to Equal 102% of the gross proceeds from the OfferingAccount.