Common use of Warrant Private Placement Clause in Contracts

Warrant Private Placement. Simultaneously with the Closing, the Sponsor (and/or its designees) and I-Bankers Securities, Inc. will separately purchase from the Company pursuant to the Warrants Purchase Agreement (as defined below) an aggregate of 7,300,000 warrants of the Company (collectively, the “Placement Warrants”) in a private placement (the “Warrant Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The Placement Warrants and the securities underlying the Placement Warrants are hereinafter referred to collectively as the “Placement Securities.” The Placement Warrants shall be identical to the Warrants sold in the Offering except that the warrants included in the Placement Warrants shall be (x) non-redeemable by the Company, and (y) may be exercised for cash or on a cashless basis, in each case so long as the warrants continue to be held by the initial purchasers of the Placement Warrants or their permitted transferees (provided, that if the Placement Warrants are not held by holders other than the initial purchasers or any of their permitted transferees, the Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Warrants included in the Firm Units being sold in this Offering). There will be no placement agent in the Warrant Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Placement Securities.

Warrant Private Placement. Simultaneously with the ClosingClosing Date, the Sponsor (and/or its designees) and I-Bankers Securities, Inc. the Representative will separately purchase from the Company pursuant to the Warrants Purchase Agreement Agreements (as defined below) in Section 2.21.2 hereof), an aggregate of 7,300,000 12,250,000 warrants of (9,750,000 warrants to be purchased by the Company Sponsor and 2,500,000 warrants to be purchased by the Representative), which warrants are substantially identical to the Warrants, subject to certain exceptions (collectively, the “Placement Warrants”) at a purchase price of $1.00 per Placement Warrant in a private placement intended to be exempt from registration under 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 Sponsor Purchase Agreement, up to an additional 750,000 Placement Warrants, at a purchase price of $1.00 per Placement Warrant Private Placement”) in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The Placement Warrants and the securities underlying the Placement Warrants are hereinafter referred to collectively as the “Placement Securities.” The Placement Warrants shall be identical to the Warrants sold in the Offering except that the warrants included in the Placement Warrants shall be (x) non-redeemable by the Company, and (y) may be exercised for cash or on a cashless basis, in each case so long as the warrants continue to be held by the initial purchasers private placement of the Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Placement Warrants (or underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor, the Representative or their permitted transferees until thirty (provided, that if the Placement Warrants are not held by holders other than the initial purchasers or any 30) days after consummation of their permitted transferees, the Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Warrants included in the Firm Units being sold in this Offering)a Business Combination. There will be no placement agent in the Warrant Private Placement and no party shall be entitled to a placement fee or expense allowance Certain proceeds from the sale of the Placement SecuritiesWarrants shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to Rule 5110(e)(1) of the FINRA Manual. Accordingly, the Placement Warrants and the underlying Ordinary Shares may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, associated persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period.

Warrant Private Placement. Simultaneously with the ClosingClosing Date, the Sponsor (and/or its designees) and I-Bankers Securities, Inc. will separately purchase from the Company pursuant to the Warrants Purchase Agreement (as defined below) an aggregate in Section 2.21.2 hereof), 4,500,000 private placement warrants, each exercisable to purchase one share of 7,300,000 warrants our Class A common stock at $11.50 per share, at a purchase price of the Company $1.50 per warrant (collectively, the “Private Placement Warrants”) in a private placement intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act, in order for the Trust Account to equal the product of (i) the number of Firm Units sold and (ii) $10.00. Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Purchase Agreement, up to an additional 500,000 Private Placement Warrants at a purchase price of $1.50 per Private Placement Warrant Private Placement”) in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the ActAct (the “Option Private Placement Warrants”), in order for the Trust Account to equal the product of (i) the number of Units sold and (ii) $10.00. The private placement of the Private Placement Warrants and the securities underlying the Placement Warrants are hereinafter is referred to collectively herein as the “Placement SecuritiesWarrant Private Placement.” The None of the Private Placement Warrants shall nor the underlying shares of Common Stock may be identical to the Warrants sold in the Offering except that the warrants included in the Placement Warrants shall be (x) non-redeemable sold, assigned or transferred by the Company, and (y) may be exercised for cash Sponsor or on its permitted transferees until 30 days after consummation of a cashless basis, in each case so long as the warrants continue to be held by the initial purchasers Business Combination. $5,750,000 of the Placement Warrants or their permitted transferees (provided, that if the Placement Warrants are not held by holders other than the initial purchasers or any of their permitted transferees, the Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Warrants included in the Firm Units being sold in this Offering). There will be no placement agent in the Warrant Private Placement and no party shall be entitled to a placement fee or expense allowance proceeds from the sale of the Private Placement SecuritiesWarrants and all of the proceeds from the sale of the Option Private Placement Warrants, if any, shall be deposited into the Trust Account in order for the Trust Account to equal the product of (i) the number of Units sold and (ii) $10.00.

Warrant Private Placement. Simultaneously with the ClosingClosing Date, (x) the Sponsor (and/or its designees) and I-Bankers Securities, Inc. will separately purchase from the Company pursuant to the Warrants a Warrant Purchase Agreement (as defined in Section 2.21.2 below) an aggregate of 7,300,000 4,350,000 warrants to purchase Common Stock of the Company Company, which warrants are identical to the Warrants making up part of the Units subject to certain exceptions (collectively, the “Placement Warrants”, and the shares of Common Stock issuable upon exercise thereof, the “Placement Shares”) at a purchase price of $1.00 per Placement Warrant in a private placement (the “Warrant Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The Placement Warrants and the securities underlying terms of the Placement Warrants are hereinafter referred as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), (i) the Sponsor will purchase from the Company pursuant to collectively as the “Placement Securities.” The Warrant Purchase Agreement, up to an additional 371,250 Placement Warrants shall be identical to the Warrants sold at a purchase price of $1.00 per Placement Warrant in the Offering except that the warrants included in the Placement Warrants shall be (x) non-redeemable by the Company, and (y) may be exercised for cash or on a cashless basis, in each case so long as the warrants continue private placement intended to be held by exempt from registration under the initial purchasers Act pursuant to Section 4(a)(2) of the Act. None of the Placement Warrants may be sold, assigned or transferred by the Sponsor or the Representative or their respective transferees until thirty (30) days after consummation of a Business Combination except to permitted transferees (provided, that if transferees. The purchase price for the Placement Warrants are not held by holders other than the initial purchasers or any of their permitted transferees, the Placement Warrants will to be redeemable paid by the Sponsor has been delivered to CST or counsel to the Company and exercisable by or the holders Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the same basis Closing Date or the Option Closing Date, as the Warrants included in the Firm Units being sold in this Offering). There will be no placement agent in the Warrant Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Placement Securitiescase may be.

Warrant Private Placement. Simultaneously with the ClosingClosing Date, the Sponsor (and/or its designees) and I-Bankers Securities, Inc. the Underwriters will separately purchase from the Company pursuant to the Warrants Purchase Agreement Agreements (as defined below) an aggregate of 7,300,000 in Section 2.21.2 hereof), 8,700,000 warrants (7,500,000 warrants to be purchased by the Sponsor and 1,200,000 warrants to be purchased by the Underwriters, based on the Underwriters’ pro rata portions of the Company number of Firm Units to be purchased on Schedule A herein) (collectively, the “Placement Warrants”) ), which warrants are identical to the Warrants included in the Firm Units subject to certain exceptions at a purchase price of $1.00 per Placement Warrant in a private placement (the “Warrant Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The Placement Warrants and the securities underlying the Placement Warrants are hereinafter referred to collectively as the “Placement Securities.” The Placement Warrants shall be identical to the Warrants sold in the Offering except that the warrants included in the Placement Warrants shall be (x) non-redeemable by the Company, and (y) may be exercised for cash or on a cashless basis, in each case so long as the warrants continue to be held by the initial purchasers private placement of the Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Placement Warrants (or underlying shares of Common Stock) may be sold, assigned or transferred by the Sponsor, the Underwriters or their permitted transferees until thirty (provided, that if 30) days after consummation of the Placement Warrants are not held by holders other than the initial purchasers or any of their permitted transferees, the Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Warrants included in the Firm Units being sold in this Offering)Business Combination. There will be no placement agent in the Warrant Private Placement and no party shall be entitled to a placement fee or expense allowance The proceeds from the sale of the Placement SecuritiesWarrants shall be deposited into the Trust Account. The Representative, on behalf of the Underwriters, acknowledges and agrees that the Placement Warrants and the underlying Common Stock will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants and the underlying Common Stock may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period.

Warrant Private Placement. Simultaneously with On the ClosingClosing Date, the Sponsor (and/or its designees) and I-Bankers Securities, Inc. will separately purchase from the Company pursuant to the Warrants a Sponsor Warrant Purchase Agreement (as defined in Section 2.21.2 below) an aggregate of 7,300,000 5,050,000 warrants of the Company (collectively, the “Placement Warrants”) ), at a purchase price of $1.00 per Placement Warrant in a private placement (the “Warrant Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the ActAct or another available exemption. The material terms of the Placement Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Sponsor Warrant Purchase Agreement, up to an additional 450,000 Placement Warrants at a purchase price of $1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act or another available exemption. None of the Placement Warrants may be sold, assigned or transferred by the Sponsor or its transferees until thirty (30) days after consummation of a Business Combination. The purchase price for the Placement Warrants to be paid by the Sponsor has been delivered to CST or counsel to the Company or the Representative to hold in a separate escrow account, or the Trust Account, at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be. The Placement Warrants and the securities underlying shares of Common Stock issuable upon exercise of the Placement Warrants are hereinafter referred to collectively as the “Placement Securities.” The Placement Warrants shall No underwriting discounts, commissions, or placement fees have been or will be identical to the Warrants sold payable in the Offering except that the warrants included in connection with the Placement Warrants shall be (x) non-redeemable by the Company, and (y) may be exercised for cash or on a cashless basis, in each case so long as the warrants continue to be held by the initial purchasers of the Placement Warrants or their permitted transferees (provided, that if the Placement Warrants are not held by holders other than the initial purchasers or any of their permitted transferees, the Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Warrants included in the Firm Units being Securities sold in this Offering). There will be no placement agent in the Warrant Private Placement and no party shall be entitled to a placement fee or expense allowance from Placement. The Public Securities, the sale of Representative Securities, the Placement Securities and the Founder Shares are hereinafter referred to collectively as the “Securities.”

Warrant Private Placement. Simultaneously with the ClosingClosing Date, the Sponsor (and/or its designees) and I-Bankers Securities, Inc. the Underwriters will separately purchase from the Company pursuant to the Warrants Purchase Agreement Agreements (as defined belowin Section 2.21.2 hereof) an aggregate of 7,300,000 7,000,000 warrants of (7,750,000 warrants if the Company over-allotment option is exercised in full) which warrants are substantially identical to the Warrants subject to certain exceptions (collectively, the “Placement Warrants”) at a purchase price of $1.00 per Placement Warrant in a private placement (the “Warrant Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The Placement Warrants Of those 7,000,000 warrants (or 7,500,000 warrants if the Over-allotment Option is exercised in full), the Sponsor has agreed to purchase 6,000,000 warrants (or 6,600,000 warrants if the Over-allotment Option is exercised in full) and the securities underlying Underwriters have agreed to purchase 1,000,000 warrants (or 1,150,000 warrants if the Placement Warrants are hereinafter referred to collectively as the “Placement Securities.” The Placement Warrants shall be identical to the Warrants sold Over-allotment option is exercised in full) in the Offering except that the warrants included in the Placement Warrants shall be (x) non-redeemable by the Company, and (y) may be exercised for cash or on a cashless basis, in each case so long as the warrants continue to be held by the initial purchasers aggregate. The private placement of the Placement Warrants or their permitted transferees (provided, that if the Placement Warrants are not held by holders other than the initial purchasers or any of their permitted transferees, the Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis is referred to herein as the Warrants included in the Firm Units being sold in this Offering). There will be no placement agent in the “Warrant Private Placement and no party shall be entitled to a placement fee or expense allowance Placement.” Certain proceeds from the sale of the Placement SecuritiesWarrants shall be deposited into the Trust Account. The Representative, on behalf of the Underwriters, acknowledges and agrees that the Placement Warrants and the underlying Common Stock will be deemed compensation by the Financial Industry Regulatory Authority, Inc. (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants and the underlying Common Stock may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period.

Warrant Private Placement. Simultaneously with the ClosingClosing Date, the Sponsor (and/or its designees) and I-Bankers Securities, Inc. the Representative will separately purchase from the Company pursuant to the Warrants Purchase Agreement Agreements (as defined belowin Section 2.21.2 hereof) an aggregate of 7,300,000 7,630,000 warrants (or up to 8,230,000 warrants if the Underwriters exercise their Over-allotment Option in full), which consists of 6,630,000 warrants purchased by the Company Sponsor (collectivelyor 7,230,000 warrants if the Underwriters exercise their Over-allotment Option in full) and 1,000,000 warrants purchased by the Representative, regardless of whether the Underwriters exercise their Over-allotment Option, which warrants are substantially identical to the warrants included in the Firm Units subject to certain exceptions (the “Placement Warrants”) at a purchase price of $1.00 per Placement Warrant in a private placement (the “Warrant Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The Placement Warrants and the securities underlying the Placement Warrants are hereinafter referred to collectively as the “Placement Securities.” The Placement Warrants shall be identical to the Warrants sold in the Offering except that the warrants included in the Placement Warrants shall be (x) non-redeemable by the Company, and (y) may be exercised for cash or on a cashless basis, in each case so long as the warrants continue to be held by the initial purchasers private placement of the Placement Warrants or their permitted transferees (provided, that if is referred to herein as the “Private Placement.” None of the Placement Warrants are not held by holders other than (or the initial purchasers underlying Ordinary Shares) may be sold, assigned or any of their permitted transferees, the Placement Warrants will be redeemable transferred by the Company and exercisable by the holders on the same basis as the Warrants included in the Firm Units being sold in this Offering)Sponsors or its permitted transferees until thirty (30) days after consummation of a Business Combination. There will be no placement agent in the Warrant Private Placement and no party shall be entitled to a placement fee or expense allowance Certain proceeds from the sale of the Placement SecuritiesWarrants shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Common Stock will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants and the underlying Common Stock may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period.

Warrant Private Placement. Simultaneously with On or prior to the ClosingClosing Date, the Sponsor (and/or its designees) and I-Bankers Securities, Inc. will separately purchase from the Company pursuant to the Warrants a Sponsor Warrant Purchase Agreement (as defined in Section 2.21.2 below) an aggregate of 7,300,000 3,562,750 warrants of the Company Company, which warrants are identical to the Warrants subject to certain exceptions (collectively, the “Placement Warrants”) ), at a purchase price of $1.00 per Placement Warrant in a private placement (the “Warrant Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the ActAct or another available exemption. The terms of the Placement Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Sponsor Warrant Purchase Agreement, up to an additional 337,500 Placement Warrants at a purchase price of $1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act or another available exemption. None of the Placement Warrants may be sold, assigned or transferred by the Sponsor or its transferees until thirty (30) days after consummation of a Business Combination. The purchase price for the Placement Warrants to be paid by the Sponsor has been delivered to CST or counsel to the Company or the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be. The Placement Warrants and the securities underlying shares of Common Stock issuable upon exercise of the Placement Warrants are hereinafter referred to collectively as the “Placement Securities.” The Placement Warrants shall No underwriting discounts, commissions, or placement fees have been or will be identical to the Warrants sold payable in the Offering except that the warrants included in connection with the Placement Warrants shall be (x) non-redeemable by the Company, and (y) may be exercised for cash or on a cashless basis, in each case so long as the warrants continue to be held by the initial purchasers of the Placement Warrants or their permitted transferees (provided, that if the Placement Warrants are not held by holders other than the initial purchasers or any of their permitted transferees, the Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Warrants included in the Firm Units being Securities sold in this Offering). There will be no placement agent in the Warrant Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of Placement. The Public Securities, the Placement Securities and the Founder Shares are hereinafter referred to collectively as the “Securities.”

Warrant Private Placement. Simultaneously with the ClosingClosing Date, the Sponsor (and/or its designees) and I-Bankers Securities, Inc. the Underwriters will separately purchase from the Company pursuant to the Warrants Purchase Agreement Agreements (as defined below) an aggregate of 7,300,000 in Section 2.21.2 hereof), 8,000,000 warrants (7,000,000 warrants to be purchased by the Sponsor and 1,000,000 warrants to be purchased by the Underwriters, based on the Underwriters’ pro rata portions of the Company Deferred Underwriting Commission), which warrants are substantially identical to the Warrants subject to certain exceptions (collectively, the “Placement Warrants”) at a purchase price of $1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the “Sponsor and the Underwriters will purchase from the Company pursuant to the Purchase Agreements, up to an additional 900,000 Placement Warrants (750,000 warrants to be purchased by the Sponsor and 150,000 warrants to be purchased by the Underwriters, based on the Underwriters’ pro rata portions of the Deferred Underwriting Commission), at a purchase price of $1.00 per Placement Warrant Private Placement”) in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The Placement Warrants and the securities underlying the Placement Warrants are hereinafter referred to collectively as the “Placement Securities.” The Placement Warrants shall be identical to the Warrants sold in the Offering except that the warrants included in the Placement Warrants shall be (x) non-redeemable by the Company, and (y) may be exercised for cash or on a cashless basis, in each case so long as the warrants continue to be held by the initial purchasers private placement of the Placement Warrants or their permitted transferees (provided, that if is referred to herein as the “Warrant Private Placement.” None of the Placement Warrants are not held by holders other than the initial purchasers (or any of their permitted transfereesunderlying Ordinary Shares) may be sold, the Placement Warrants will be redeemable assigned or transferred by the Company and exercisable by the holders on the same basis as the Warrants included in the Firm Units being sold in this Offering)Sponsor or its permitted transferees until thirty (30) days after consummation of a Business Combination. There will be no placement agent in the Warrant Private Placement and no party shall be entitled to a placement fee or expense allowance Certain proceeds from the sale of the Placement SecuritiesWarrants shall be deposited into the Trust Account. The Representative, on behalf of the Underwriters, acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to Rule 5110(e)(1) of the FINRA Manual. Accordingly, the Placement Warrants and the underlying Ordinary Shares may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, associated persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period.

Warrant Private Placement. Simultaneously with On the ClosingClosing Date, the Sponsor (and/or its designees) and I-Bankers Securities, Inc. will separately purchase from the Company pursuant to the Warrants a Sponsor Warrant Purchase Agreement (as defined in Section 2.21.2 below) an aggregate of 7,300,000 4,925,000 warrants of the Company (collectively, the “Placement Warrants”) ), at a purchase price of $1.00 per Placement Warrant in a private placement (the “Warrant Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the ActAct or another available exemption. The terms of the Placement Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Sponsor Warrant Purchase Agreement, up to an additional 487,500 Placement Warrants at a purchase price of $1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act or another available exemption. None of the Placement Warrants may be sold, assigned or transferred by the Sponsor or its transferees until after consummation of a Business Combination. The purchase price for the Placement Warrants to be paid by the Sponsor has been delivered to CST or counsel to the Company or the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be. The Placement Warrants and the securities underlying shares of Common Stock issuable upon exercise of the Placement Warrants are hereinafter referred to collectively as the “Placement Securities.” The No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Placement Warrants shall be identical to the Warrants Securities sold in the Offering except that Warrant Private Placement. The Public Securities, the warrants included in the Placement Warrants shall be (x) non-redeemable by the Company, and (y) may be exercised for cash or on a cashless basis, in each case so long as the warrants continue to be held by the initial purchasers of the Placement Warrants or their permitted transferees (provided, that if the Placement Warrants are not held by holders other than the initial purchasers or any of their permitted transfereesRepresentative Shares, the Placement Warrants will be redeemable by and the Company and exercisable by the holders on the same basis Founder Shares are hereinafter referred to collectively as the Warrants included in the Firm Units being sold in this Offering). There will be no placement agent in the Warrant Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Placement “Securities.”

Warrant Private Placement. Simultaneously with On or prior to the ClosingClosing Date, the Sponsor (and/or its designees) and I-Bankers Securities, Inc. will separately purchase from the Company pursuant to the Warrants a Sponsor Warrant Purchase Agreement (as defined in Section 2.21.2 below) an aggregate of 7,300,000 3,562,750 warrants of the Company Company, which warrants are identical to the Warrants subject to certain exceptions (collectively, the “Placement Warrants”) ), at a purchase price of $1.00 per Placement Warrant in a private placement (the “Warrant Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the ActAct or another available exemption. The terms of the Placement Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Sponsor Warrant Purchase Agreement, up to an additional 337,500 Placement Warrants at a purchase price of $1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act or another available exemption. None of the Placement Warrants may be sold, assigned or transferred by the Sponsor or its transferees until thirty (30) days after consummation of a Business Combination. The purchase price for the Placement Warrants to be paid by the Sponsor has been delivered to CST or counsel to the Company or the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be. The Placement Warrants and the securities underlying shares of Common Stock issuable upon exercise of the Placement Warrants are hereinafter referred to collectively as the “Placement Securities.” The Placement Warrants shall No underwriting discounts, commissions, or placement fees have been or will be identical to the Warrants sold payable in the Offering except that the warrants included in connection with the Placement Warrants shall be (x) non-redeemable by the Company, and (y) may be exercised for cash or on a cashless basis, in each case so long as the warrants continue to be held by the initial purchasers of the Placement Warrants or their permitted transferees (provided, that if the Placement Warrants are not held by holders other than the initial purchasers or any of their permitted transferees, the Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Warrants included in the Firm Units being Securities sold in this Offering). There will be no placement agent in the Warrant Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of Placement. The Public Securities, the Placement Securities, the Representative Shares and the Founder Shares are hereinafter referred to collectively as the “Securities.”

Warrant Private Placement. Simultaneously with the ClosingClosing Date, the Sponsor Sponsor, Representative, and Xxxxx & Company, a division of J.V.B. Financial Group, LLC (and/or its designees“CCM”) will purchase from the Company pursuant to Purchase Agreements (as defined in Section 2.21.2 hereof) an aggregate of 5,500,000 warrants (4,500,000 warrants to be purchased by the Sponsor, 700,000 warrants to be purchased by the Representative and I-Bankers Securities300,000 warrants to be purchased by CCM) , Inc. which warrants are identical to the warrants underlying the Firm Units subject to certain exceptions (the “Placement Warrants”) at a purchase price of $1.25 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the Sponsor, the Underwriters and CCM will separately purchase from the Company pursuant to the Purchase Agreements, up to an additional 600,000 Placement Warrants Purchase Agreement (as defined below) an aggregate 450,000 warrants to be purchased by the Sponsor, 105,000 warrants to be purchased by the Representative and 45,000 warrants to be purchased by CCM), at a purchase price of 7,300,000 warrants of the Company (collectively, the “$1.25 per Placement Warrants”) Warrant in a private placement (the “Warrant Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The Placement Warrants and the securities underlying the Placement Warrants are hereinafter referred to collectively as the “Placement Securities.” The Placement Warrants shall be identical to the Warrants sold in the Offering except that the warrants included in the Placement Warrants shall be (x) non-redeemable by the Company, and (y) may be exercised for cash or on a cashless basis, in each case so long as the warrants continue to be held by the initial purchasers private placement of the Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Placement Warrants nor the Ordinary Shares issuable upon exercise of the Placement Warrants may be sold, assigned or transferred by the Sponsor, the Representative, CCM or their permitted transferees until thirty (provided, that if the Placement Warrants are not held by holders other than the initial purchasers or any 30) days after consummation of their permitted transferees, the Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Warrants included in the Firm Units being sold in this Offering)a Business Combination. There will be no placement agent in the Warrant Private Placement and no party shall be entitled to a placement fee or expense allowance Certain proceeds from the sale of the Placement SecuritiesWarrants shall be deposited into the Trust Account.

Warrant Private Placement. Simultaneously with On the ClosingClosing Date, the Sponsor (and/or its designees) and I-Bankers Securities, Inc. will separately purchase from the Company pursuant to the Warrants a Sponsor Warrant Purchase Agreement (as defined in Section 2.21.2 below) an aggregate of 7,300,000 4,450,000 warrants of the Company (collectively, the “Placement Warrants”) ), at a purchase price of $1.00 per Placement Warrant in a private placement (the “Warrant Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the ActAct or another available exemption. The material terms of the Placement Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Sponsor Warrant Purchase Agreement, up to an additional 270,000 Placement Warrants at a purchase price of $1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act or another available exemption. None of the Placement Warrants may be sold, assigned or transferred by the Sponsor or its transferees until thirty (30) days after consummation of a Business Combination. The purchase price for the Placement Warrants to be paid by the Sponsor has been delivered to CST or counsel to the Company or the Representative to hold in a separate escrow account, or the Trust Account, at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be. The Placement Warrants and the securities underlying shares of Common Stock issuable upon exercise of the Placement Warrants are hereinafter referred to collectively as the “Placement Securities.” The Placement Warrants shall No underwriting discounts, commissions, or placement fees have been or will be identical to the Warrants sold payable in the Offering except that the warrants included in connection with the Placement Warrants shall be (x) non-redeemable by the Company, and (y) may be exercised for cash or on a cashless basis, in each case so long as the warrants continue to be held by the initial purchasers of the Placement Warrants or their permitted transferees (provided, that if the Placement Warrants are not held by holders other than the initial purchasers or any of their permitted transferees, the Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Warrants included in the Firm Units being Securities sold in this Offering). There will be no placement agent in the Warrant Private Placement and no party shall be entitled to a placement fee or expense allowance from Placement. The Public Securities, the sale of Representative Securities, the Placement Securities and the Founder Shares are hereinafter referred to collectively as the “Securities.”

Warrant Private Placement. Simultaneously with the ClosingClosing Date, the Sponsor (and/or its designees) and I-Bankers Securities, Inc. the Representative will separately purchase from the Company pursuant to the Warrants Purchase Agreement Agreements (as defined below) an aggregate of 7,300,000 in Section 2.21.2 hereof), 9,200,000 warrants of (10,280,000 warrants if the Company Over-allotment Option is exercised in full), which warrants are substantially identical to the Warrants included in the Firm Units, subject to certain exceptions (collectively, the “Placement Warrants”) ), at a purchase price of $1.00 per Placement Warrant, in a private placement (the “Warrant Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The Of those 9,200,000 Placement Warrants (or 10,280,000 Placement Warrants if the Over-allotment Option is exercised in full), the Sponsor has agreed to purchase 8,300,000 Placement Warrants (or 9,245,000 Placement Warrants if the Over-allotment Option is exercised in full), and the securities underlying the Representative has agreed to purchase 900,000 Placement Warrants are hereinafter referred to collectively as the “Placement Securities.” The (or 1,035,000 Placement Warrants shall be identical to if the Warrants sold Over-allotment Option is exercised in the Offering except that the warrants included in the Placement Warrants shall be (x) non-redeemable by the Company, and (y) may be exercised for cash or on a cashless basis, in each case so long as the warrants continue to be held by the initial purchasers full). The private placement of the Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Placement Warrants (or underlying shares of Common Stock) may be sold, assigned or transferred by the Sponsor, the Representative or their permitted transferees until thirty (provided, that if the Placement Warrants are not held by holders other than the initial purchasers or any 30) days after consummation of their permitted transferees, the Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Warrants included in the Firm Units being sold in this Offering)a Business Combination. There will be no placement agent in the Warrant Private Placement and no party shall be entitled to a placement fee or expense allowance Certain proceeds from the sale of the Placement SecuritiesWarrants shall be deposited into the Trust Account. The Representative, on behalf of the Underwriters, acknowledges and agrees that the Placement Warrants and the underlying shares of Common Stock will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants and the underlying shares of Common Stock may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period.

Warrant Private Placement. Simultaneously with the ClosingClosing Date, (i) the Sponsor (and/or its designees) and I-Bankers Securities, Inc. will separately purchase from the Company pursuant to the Warrants Purchase Agreement (as defined below) an aggregate of 7,300,000 in Section 2.21.2 hereof), 5,526,667 warrants of (or 5,787,667 warrants if the Company Over-allotment Option is exercised), which warrants are identical to the Warrants included in the Firm Units, subject to certain exceptions (collectively, the “Placement Warrants”), and (ii) the Representative will purchase from the Company pursuant to the Purchase Agreement 1,740,000 Placement Warrants, in each case at a purchase price of $1.50 per Placement Warrant, in a private placement (the “Warrant Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The Placement Warrants and the securities underlying the Placement Warrants are hereinafter referred to collectively as the “Placement Securities.” The Placement Warrants shall be identical to the Warrants sold in the Offering except that the warrants included in the Placement Warrants shall be (x) non-redeemable by the Company, and (y) may be exercised for cash or on a cashless basis, in each case so long as the warrants continue to be held by the initial purchasers private placement of the Placement Warrants or their permitted transferees (provided, that if to the Sponsor and the Representative is referred to herein as the “Warrant Private Placement.” None of the Placement Warrants are not held (or underlying shares of Common Stock) may be sold, assigned or transferred by holders other than the initial purchasers Sponsor or the Representative or any of their respective permitted transferees, the Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Warrants included in the Firm Units being sold in this Offering)transferees until thirty (30) days after consummation of a Business Combination. There will be no placement agent in the Warrant Private Placement and no party shall be entitled to a placement fee or expense allowance The proceeds from the sale of the Placement SecuritiesWarrants shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants to be purchased by the Representative and the underlying securities will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants and the underlying securities may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the Offering except to any FINRA member participating in the Offering and the officers or partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period.

Warrant Private Placement. Simultaneously with the ClosingClosing Date, the Sponsor (and/or its designees) and I-Bankers Securities, Inc. will separately purchase from the Company pursuant to the Warrants a Placement Warrant Purchase Agreement (as defined in Section 2.21.2 below) an aggregate of 7,300,000 5,000,000 warrants of the Company to purchase one share of Common Stock, which warrants are identical to the Warrants subject to certain exceptions (collectively, the “Placement Warrants”) at a purchase price of $1.00 per Placement Warrant in a private placement (the “Warrant Private Placement”) intended to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) of the Securities Act. The terms of the Placement Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Placement Warrant Purchase Agreement, up to an additional 495,000 Placement Warrants at a purchase price of $1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Securities Act pursuant to Section 4(a)(2) of the Securities Act. The Placement Warrants and the securities underlying the Placement Warrants are hereinafter referred to collectively as the “Placement Securities.” The Placement Warrants shall be identical to the Warrants sold in the Offering except that the warrants included in the Placement Warrants shall be (x) non-redeemable by the Company, and (y) may be exercised for cash or on a cashless basis, in each case so long as the warrants continue to be held by the initial purchasers None of the Placement Warrants may be sold, assigned or transferred by the Sponsor or the Representative or their permitted respective transferees until thirty (provided, that if 30) days after consummation of a Business Combination. The purchase price for the Placement Warrants are not held by holders other than the initial purchasers or any of their permitted transferees, the Placement Warrants will to be redeemable paid by the Sponsor has been delivered to CST or counsel to the Company and exercisable by or the holders Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the same basis Closing Date or the Option Closing Date, as the Warrants included in the Firm Units being sold in this Offering). There will be no placement agent in the Warrant Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Placement Securitiescase may be.

Warrant Private Placement. Simultaneously with the ClosingClosing Date, (i) the Sponsor (and/or its designees) and I-Bankers Securities, Inc. will separately purchase from the Company pursuant to the Warrants Sponsor Purchase Agreement (as defined belowin Section 2.21.2 hereof) an aggregate of 7,300,000 6,000,000 warrants of (6,600,000 warrants if the Company Over-allotment Option is exercised in full) which warrants are substantially identical to the Warrants subject to certain exceptions (collectively, the “Placement Warrants”), and (ii) the Underwriters will purchase from the Company pursuant to the Underwriters Purchase Agreements (as defined in Section 2.21.2 hereof) 2,000,000 Placement Warrants (2,300,000 Placement Warrants if the Over-allotment Option is exercised in full), in each case at a purchase price of $1.00 per Placement Warrant, in a private placement intended to be exempt from registration under 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 Sponsor Purchase Agreement, up to an additional 600,000 Placement Warrants, and the Underwriters will purchase from the Company, pursuant to the Underwriters Purchase Agreements, up to an additional 300,000 Placement Warrants, in each case at a purchase price of $1.00 per Placement Warrant Private Placement”) in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The Placement Warrants and the securities underlying the Placement Warrants are hereinafter referred to collectively as the “Placement Securities.” The Placement Warrants shall be identical to the Warrants sold in the Offering except that the warrants included in the Placement Warrants shall be (x) non-redeemable by the Company, and (y) may be exercised for cash or on a cashless basis, in each case so long as the warrants continue to be held by the initial purchasers private placement of the Placement Warrants to the Sponsor and the Underwriters is referred to herein as the “Warrant Private Placement.” None of the Placement Warrants (or underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor, the Underwriters or their permitted transferees until thirty (provided, that if the Placement Warrants are not held by holders other than the initial purchasers or any 30) days after consummation of their permitted transferees, the Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Warrants included in the Firm Units being sold in this Offering)a Business Combination. There will be no placement agent in the Warrant Private Placement and no party shall be entitled to a placement fee or expense allowance Certain proceeds from the sale of the Placement SecuritiesWarrants shall be deposited into the Trust Account.

Warrant Private Placement. Simultaneously with the ClosingClosing Date, the Sponsor (and/or its designees) and I-Bankers Securities, Inc. will separately purchase from the Company pursuant to the Warrants a Placement Warrant Purchase Agreement (as defined in Section 2.21.2 below) an aggregate of 7,300,000 4,200,000 warrants of the Company to purchase one share of Common Stock, which warrants are identical to the Warrants subject to certain exceptions (collectively, the “Placement Warrants”) at a purchase price of $1.00 per Placement Warrant in a private placement (the “Warrant Private Placement”) intended to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) of the Securities Act. The terms of the Placement Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Placement Warrant Purchase Agreement, up to an additional 300,000 Placement Warrants at a purchase price of $1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Securities Act pursuant to Section 4(a)(2) of the Securities Act. The Placement Warrants and the securities underlying the Placement Warrants are hereinafter referred to collectively as the “Placement Securities.” The Placement Warrants shall be identical to the Warrants sold in the Offering except that the warrants included in the Placement Warrants shall be (x) non-redeemable by the Company, and (y) may be exercised for cash or on a cashless basis, in each case so long as the warrants continue to be held by the initial purchasers None of the Placement Warrants may be sold, assigned or transferred by the Sponsor or the Representative or their permitted respective transferees until thirty (provided, that if 30) days after consummation of a Business Combination. The purchase price for the Placement Warrants are not held by holders other than the initial purchasers or any of their permitted transferees, the Placement Warrants will to be redeemable paid by the Sponsor has been delivered to CST or counsel to the Company and exercisable by or the holders Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the same basis Closing Date or the Option Closing Date, as the Warrants included in the Firm Units being sold in this Offering). There will be no placement agent in the Warrant Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Placement Securitiescase may be.

Warrant Private Placement. Simultaneously with the ClosingClosing Date, the Sponsor (and/or its designees) and I-Bankers Securities, Inc. Cantor will separately purchase from the Company pursuant to the Warrants Purchase Agreement Agreements (as defined below) an aggregate of 7,300,000 in Section 2.21.2 hereof), 9,500,000 warrants of (or up to 9,725,000 warrants if the Company Over-allotment Option is exercised in full), which warrants are substantially identical to the Warrants included in the Firm Units subject to certain exceptions (collectively, the “Placement Warrants”) at a purchase price of $1.00 per Placement Warrant in a private placement (the “Warrant Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The Placement Warrants and the securities underlying the Placement Warrants are hereinafter referred to collectively as the “Placement Securities.” The Placement Warrants shall be identical to the Warrants sold in the Offering except that the warrants included in the Placement Warrants shall be (x) non-redeemable by the Company, and (y) may be exercised for cash or on a cashless basis, in each case so long as the warrants continue to be held by the initial purchasers private placement of the Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Placement Warrants (or underlying Common Stock) may be sold, assigned or transferred by the Sponsor, Cantor or their permitted transferees until thirty (provided, that if the Placement Warrants are not held by holders other than the initial purchasers or any 30) days after consummation of their permitted transferees, the Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Warrants included in the Firm Units being sold in this Offering)a Business Combination. There will be no placement agent in the Warrant Private Placement and no party shall be entitled to a placement fee or expense allowance Certain proceeds from the sale of the Placement SecuritiesWarrants shall be deposited into the Trust Account. The Representative, on behalf of the Underwriters, acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to Rule 5110(e)(1) of the FINRA Manual. Accordingly, the Placement Warrants and the underlying Ordinary Shares may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period.

Warrant Private Placement. Simultaneously with the ClosingClosing Date, the Sponsor Sponsor, Pala, Cantor and Xxxx will fund $14,500,000 in the aggregate (and/or its designeesor $16,300,000 if the if the Over-allotment Option is exercised in full) and I-Bankers Securities, Inc. will separately purchase from the Company pursuant to the Warrants Warrant Purchase Agreement (as defined below) in Section 2.21.2 hereof), the Pala Subscription Agreement and Xxxx Subscription Agreement, an aggregate of 7,300,000 14,500,000 warrants of (or 16,300,000 warrants if the Company Over-allotment Option is exercised in full), which warrants are identical to the Warrants included in the Firm Units subject to certain exceptions (collectively, the “Placement Warrants”) in a private placement (the “Warrant Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. Of those 14,500,000 Placement Warrants (or 16,300,000 Placement Warrants if the Over-allotment Option is exercised in full), the Sponsor has agreed to purchase 8,100,000 Placement Warrants (or 9,445,000 Placement Warrants if the Over-allotment Option is exercised in full), Pala has agreed to purchase 3,000,000 Placement Warrants (or 3,095,000 Placement Warrants if the Over-allotment Option is exercised in full), Cantor has agreed to purchase 2,400,000 Placement Warrants (or 2,760,000 Placement Warrants if the Over-allotment Option is exercised in full) and Xxxx has agreed to purchase 1,000,000 Placement Warrants (whether or not the underwriters’ over-allotment option is exercised in full). The private placement of the Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Placement Warrants nor the Ordinary Shares issuable upon exercise of the Placement Warrants may be sold, assigned or transferred by the Sponsor, Pala, Cantor, Xxxx or their respective permitted transferees until thirty (30) days after consummation of a Business Combination. The proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative, on behalf of the Underwriters, acknowledges and agrees that the Placement Warrants to be purchased by Cantor and Xxxx and the Ordinary Shares underlying such Placement Warrants will be deemed compensation by the Financial Industry Regulatory Authority, Inc. (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants and the Ordinary Shares issuable upon exercise of the Placement Warrants may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period. The Placement Warrants and the securities underlying Ordinary Shares issuable upon exercise of the Placement Warrants are hereinafter referred to collectively as the “Placement Securities.” ”. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Placement Securities. The Placement Warrants shall be are identical to the Warrants sold in the Offering except that the warrants included in (i) the Placement Warrants shall will be (x) non-redeemable by the CompanyCompany so long as they are held by the Sponsor, Pala, Cantor, Xxxx or their permitted transferees and (yii) the Placement Warrants may be exercised for cash or on a cashless basis, in each case basis so long as the warrants continue to be they are held by the initial purchasers or their permitted transferees. In addition, the Placement Warrants may not be exercised after five years from the effective date of the Registration Statement if held by Cantor, Xxxx or their designees or affiliates. Except as described in the Registration Statement, none of the Placement Warrants Securities may be sold, assigned or transferred by the Sponsor, Pala, Cantor, Xxxx or their permitted transferees until thirty (provided, that if 30) days after consummation of the Placement Warrants are not held by holders other than the Company’s initial purchasers or any of their permitted transfereesBusiness Combination. The Public Securities, the Placement Warrants will be redeemable by Securities and the Company and exercisable by the holders on the same basis Founder Shares are hereinafter referred to collectively as the Warrants included in the Firm Units being sold in this Offering). There will be no placement agent in the Warrant Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Placement “Securities”.

Warrant Private Placement. Simultaneously with the ClosingClosing Date, the Sponsor (and/or its designees) and I-Bankers Securities, Inc. will separately purchase from the Company pursuant to the Warrants a Placement Warrant Purchase Agreement (as defined in Section 2.21.2 below) an aggregate of 7,300,000 4,700,000 warrants of the Company to purchase one share of Common Stock, which warrants are identical to the Warrants subject to certain exceptions (collectively, the “Placement Warrants”) at a purchase price of $1.00 per Placement Warrant in a private placement (the “Warrant Private Placement”) intended to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) of the Securities Act. The terms of the Placement Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Placement Warrant Purchase Agreement, up to an additional 450,000 Placement Warrants at a purchase price of $1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Securities Act pursuant to Section 4(a)(2) of the Securities Act. The Placement Warrants and the securities underlying the Placement Warrants are hereinafter referred to collectively as the “Placement Securities.” The Placement Warrants shall be identical to the Warrants sold in the Offering except that the warrants included in the Placement Warrants shall be (x) non-redeemable by the Company, and (y) may be exercised for cash or on a cashless basis, in each case so long as the warrants continue to be held by the initial purchasers None of the Placement Warrants may be sold, assigned or transferred by the Sponsor or the Representative or their permitted respective transferees until thirty (provided, that if 30) days after consummation of a Business Combination. The purchase price for the Placement Warrants are not held by holders other than the initial purchasers or any of their permitted transferees, the Placement Warrants will to be redeemable paid by the Sponsor has been delivered to CST or counsel to the Company and exercisable by or the holders Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the same basis Closing Date or the Option Closing Date, as the Warrants included in the Firm Units being sold in this Offering). There will be no placement agent in the Warrant Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Placement Securitiescase may be.

Warrant Private Placement. Simultaneously with the ClosingClosing Date, the Sponsor (and/or its designees) and I-Bankers Securities, Inc. Cantor will separately purchase from the Company pursuant to the Warrants Purchase Agreement Agreements (as defined below) an aggregate of 7,300,000 in Section 2.21.2 hereof), 9,500,000 warrants(or up to 9,725,000 warrants of if the Company Over-allotment Option is exercised in full), which warrants are substantially identical to the Warrants included in the Firm Units subject to certain exceptions (collectively, the “Placement Warrants”) at a purchase price of $1.00 per Placement Warrant in a private placement (the “Warrant Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The Placement Warrants and the securities underlying the Placement Warrants are hereinafter referred to collectively as the “Placement Securities.” The Placement Warrants shall be identical to the Warrants sold in the Offering except that the warrants included in the Placement Warrants shall be (x) non-redeemable by the Company, and (y) may be exercised for cash or on a cashless basis, in each case so long as the warrants continue to be held by the initial purchasers private placement of the Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Placement Warrants (or underlying Common Stock) may be sold, assigned or transferred by the Sponsor, Cantor or their permitted transferees until thirty (provided, that if the Placement Warrants are not held by holders other than the initial purchasers or any 30) days after consummation of their permitted transferees, the Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Warrants included in the Firm Units being sold in this Offering)a Business Combination. There will be no placement agent in the Warrant Private Placement and no party shall be entitled to a placement fee or expense allowance Certain proceeds from the sale of the Placement SecuritiesWarrants shall be deposited into the Trust Account. The Representative, on behalf of the Underwriters, acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to Rule 5110(e)(1) of the FINRA Manual. Accordingly, the Placement Warrants and the underlying Ordinary Shares may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period.

Warrant Private Placement. Simultaneously with the ClosingClosing Date, the Sponsor (and/or its designees) and I-Bankers Securities, Inc. BTIG will separately purchase from the Company pursuant to the Warrants Purchase Agreement Agreements (as defined below) an aggregate in Section 2.21.2 hereof), 11,500,000 private placement warrants (10,350,000 warrants to be purchased by the Sponsor and 1,150,000 warrants to be purchased by BTIG), each exercisable to purchase one Class A Ordinary Share at $11.50 per share, at a purchase price of 7,300,000 warrants of the Company $1.00 per warrant (collectively, the “Private Placement Warrants”) in a private placement intended to be exempt from registration under 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 Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), up to an additional 690,000 Private Placement Warrants at a purchase price of $1.00 per Private Placement Warrant Private Placement”) in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the ActAct (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 the securities underlying the Option Private Placement Warrants are hereinafter Warrants, if any, is referred to collectively herein as the “Placement SecuritiesWarrant Private Placement.” The None of the Private Placement Warrants shall nor the underlying Class A Ordinary Shares may be identical to the Warrants sold in the Offering except that the warrants included in the Placement Warrants shall be (x) non-redeemable sold, assigned or transferred by the CompanySponsor, and (y) may be exercised for cash or on a cashless basis, in each case so long as the warrants continue to be held by the initial purchasers of the Placement Warrants Underwriters or their permitted transferees (provideduntil 30 days after consummation of a Business Combination. The Representative, on behalf of the Underwriters, acknowledges and agrees that if the Placement Warrants are not held and the underlying Class A Ordinary Shares will be deemed compensation by holders other than the initial purchasers or any Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of their permitted transferees180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants will and the underlying Class A Ordinary Shares may not be redeemable by sold, transferred, assigned, pledged or hypothecated, nor may they be the Company and exercisable by the holders on the same basis as the Warrants included subject of any hedging, short sale, derivative, put or call transaction that would result in the Firm Units being sold in this effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the Offering). There will be no placement agent , except to any FINRA member participating in the Warrant Private Placement Offering and no party shall be entitled the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to a placement fee or expense allowance the lock-up provision for the remainder of the time period. $9,200,000 of the proceeds from the sale of the Private Placement SecuritiesWarrants and all of the proceeds from the sale of the Option Private Placement Warrants, if any, shall be deposited into the Trust Account.

Warrant Private Placement. Simultaneously with the ClosingClosing Date, the Sponsor (and/or its designees) Company’s initial stockholders and I-Bankers Securities, Inc. the Representative will separately purchase from the Company pursuant to the Warrants Purchase Agreement Agreements (as defined belowin Section 2.21.2 hereof) an aggregate of 7,300,000 7,375,000 warrants, which warrants of are identical to the Company Warrants included in the Firm Units subject to certain exceptions (collectively, the “Placement Warrants”) at a purchase price of $1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act, with the Company’s initial stockholders purchasing 6,375,000 Placement Warrants and the Representative purchasing 1,000,000 Placement Warrants. Simultaneously with the Option Closing Date (if any), the “Company’s initial stockholders will purchase from the Company pursuant to the Purchase Agreements, up to an additional 600,000 Placement Warrants, at a purchase price of $1.00 per Placement Warrant Private Placement”) in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The Placement Warrants and the securities underlying the Placement Warrants are hereinafter referred to collectively as the “Placement Securities.” The Placement Warrants shall be identical to the Warrants sold in the Offering except that the warrants included in the Placement Warrants shall be (x) non-redeemable by the Company, and (y) may be exercised for cash or on a cashless basis, in each case so long as the warrants continue to be held by the initial purchasers private placement of the Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Placement Warrants (or underlying shares of Common Stock) may be sold, assigned or transferred by the holders or their permitted transferees until thirty (provided30) days after consummation of a Business Combination. Additionally, the Representative has agreed that if the it will forfeit for cancellation any Placement Warrants are not held by holders other than the initial purchasers or any of their permitted transferees, the Placement Warrants will be redeemable by the Company and exercisable by the holders it on the same basis as date that is five years from the Warrants included effective date of the Registration Statement, in the Firm Units being sold in this Offeringaccordance with FINRA Rule 5110(g). There will be no placement agent in the Warrant Private Placement and no party shall be entitled to a placement fee or expense allowance The proceeds from the sale of the Placement SecuritiesWarrants shall be deposited into the Trust Account.

Warrant Private Placement. Simultaneously with the ClosingClosing Date, the Sponsor (and/or its designees) and I-Bankers Securities, Inc. Cantor will separately purchase from the Company pursuant to the Warrants Purchase Agreement Agreements (as defined below) an aggregate of 7,300,000 in Section 2.21.2 hereof), 8,000,000 warrants, which warrants of are substantially identical to the Company Warrants included in the Firm Units subject to certain exceptions (collectively, the “Placement Warrants”) at a purchase price of $1.00 per Placement Warrant in a private placement (the “Warrant Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The Placement Warrants and the securities underlying the Placement Warrants are hereinafter referred to collectively as the “Placement Securities.” The Placement Warrants shall be identical to the Warrants sold in the Offering except that the warrants included in the Placement Warrants shall be (x) non-redeemable by the Company, and (y) may be exercised for cash or on a cashless basis, in each case so long as the warrants continue to be held by the initial purchasers private placement of the Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Placement Warrants (or underlying Common Stock) may be sold, assigned or transferred by the Sponsor, Cantor or their permitted transferees until thirty (provided, that if the Placement Warrants are not held by holders other than the initial purchasers or any 30) days after consummation of their permitted transferees, the Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Warrants included in the Firm Units being sold in this Offering)a Business Combination. There will be no placement agent in the Warrant Private Placement and no party shall be entitled to a placement fee or expense allowance Certain proceeds from the sale of the Placement SecuritiesWarrants shall be deposited into the Trust Account. The Representative, on behalf of the Underwriters, acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to Rule 5110(e)(1) of the FINRA Manual. Accordingly, the Placement Warrants and the underlying Ordinary Shares may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period.

Warrant Private Placement. Simultaneously with the Closing, the Sponsor (and/or its designees) and I-Bankers Securities, Inc. will separately purchase from the Company pursuant to the Warrants Purchase Agreement (as defined below) an aggregate of 7,300,000 6,550,000 warrants of the Company (collectively, the “Placement Warrants”) in a private placement (the “Warrant Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The Placement Warrants and the securities underlying the Placement Warrants are hereinafter referred to collectively as the “Placement Securities.” The Placement Warrants shall be identical to the Warrants sold in the Offering except that the warrants included in the Placement Warrants shall be (x) non-redeemable by the Company, and (y) may be exercised for cash or on a cashless basis, in each case so long as the warrants continue to be held by the initial purchasers of the Placement Warrants or their permitted transferees (provided, that if the Placement Warrants are not held by holders other than the initial purchasers or any of their permitted transferees, the Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Warrants included in the Firm Units being sold in this Offering). There will be no placement agent in the Warrant Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Placement Securities.

Warrant Private Placement. Simultaneously with the ClosingClosing Date, the Sponsor (and/or its designees) and I-Bankers Securities, Inc. BTIG will separately purchase from the Company pursuant to the Warrants Purchase Agreement Agreements (as defined below) an aggregate in Section 2.21.2 hereof), 10,300,000 private placement warrants (9,300,000 warrants to be purchased by the Sponsor and 1,000,000 warrants to be purchased by BTIG), each exercisable to purchase one Class A Ordinary Share at $11.50 per share, at a purchase price of 7,300,000 warrants of the Company $1.00 per warrant (collectively, the “Private Placement Warrants”) in a private placement intended to be exempt from registration under 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 Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), up to an additional 600,000 Private Placement Warrants at a purchase price of $1.00 per Private Placement Warrant Private Placement”) in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the ActAct (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 the securities underlying the Option Private Placement Warrants are hereinafter Warrants, if any, is referred to collectively herein as the “Placement SecuritiesWarrant Private Placement.” The None of the Private Placement Warrants shall nor the underlying Class A Ordinary Shares may be identical to the Warrants sold in the Offering except that the warrants included in the Placement Warrants shall be (x) non-redeemable sold, assigned or transferred by the CompanySponsor, and (y) may be exercised for cash or on a cashless basis, in each case so long as the warrants continue to be held by the initial purchasers of the Placement Warrants Underwriters or their permitted transferees (provideduntil 30 days after consummation of a Business Combination. The Representative, on behalf of the Underwriters, acknowledges and agrees that if the Placement Warrants are not held and the underlying Class A Ordinary Shares will be deemed compensation by holders other than the initial purchasers or any Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of their permitted transferees180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants will and the underlying Class A Ordinary Shares may not be redeemable by sold, transferred, assigned, pledged or hypothecated, nor may they be the Company and exercisable by the holders on the same basis as the Warrants included subject of any hedging, short sale, derivative, put or call transaction that would result in the Firm Units being sold in this effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the Offering). There will be no placement agent , except to any FINRA member participating in the Warrant Private Placement Offering and no party shall be entitled the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to a placement fee or expense allowance the lock-up provision for the remainder of the time period. $8,000,000 of the proceeds from the sale of the Private Placement SecuritiesWarrants and all of the proceeds from the sale of the Option Private Placement Warrants, if any, shall be deposited into the Trust Account.

Warrant Private Placement. Simultaneously with On the ClosingClosing Date, the Sponsor (and/or its designees) and I-Bankers Securities, Inc. will separately purchase from the Company pursuant to the Warrants a Sponsor Warrant Purchase Agreement (as defined in Section 2.21.2 below) an aggregate of 7,300,000 6,000,000 warrants of the Company (collectively, the “Placement Warrants”) ), at a purchase price of $1.00 per Placement Warrant in a private placement (the “Warrant Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the ActAct or another available exemption. The terms of the Placement Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Sponsor Warrant Purchase Agreement, up to an additional 600,000 Placement Warrants at a purchase price of $1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act or another available exemption. None of the Placement Warrants may be sold, assigned or transferred by the Sponsor or its transferees until after consummation of a Business Combination. The purchase price for the Placement Warrants to be paid by the Sponsor has been delivered to CST or counsel to the Company or the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be. The Placement Warrants and the securities underlying shares of Common Stock issuable upon exercise of the Placement Warrants are hereinafter referred to collectively as the “Placement Securities.” The No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Placement Warrants shall be identical to the Warrants Securities sold in the Offering except that Warrant Private Placement. The Public Securities, the warrants included in the Placement Warrants shall be (x) non-redeemable by the Company, and (y) may be exercised for cash or on a cashless basis, in each case so long as the warrants continue to be held by the initial purchasers of the Placement Warrants or their permitted transferees (provided, that if the Placement Warrants are not held by holders other than the initial purchasers or any of their permitted transfereesRepresentative Shares, the Placement Warrants will be redeemable by and the Company and exercisable by the holders on the same basis Founder Shares are hereinafter referred to collectively as the Warrants included in the Firm Units being sold in this Offering). There will be no placement agent in the Warrant Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Placement “Securities.”

Warrant Private Placement. Simultaneously with the ClosingClosing Date, the Sponsor (and/or its designees) and I-Bankers Securities, Inc. the Representative will separately purchase from the Company pursuant to the Warrants Purchase Agreement Agreements (as defined below) an aggregate in Section 2.21.2 hereof), 7,265,000 private placement warrants (6,765,000 warrants to be purchased by the Sponsor and 500,000 warrants to be purchased by the Representative), each exercisable to purchase one Class A Ordinary Share at $11.50 per share, at a purchase price of 7,300,000 warrants of the Company $1.00 per warrant (collectively, the “Private Placement Warrants”) in a private placement intended to be exempt from registration under Act, pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the “Sponsor and the Representative will purchase from the Company pursuant to the Purchase Agreements up to an additional 675,000 Private Placement Warrants (600,000 Private Placement Warrants to be purchased by the Sponsor and 75,000 Private Placement Warrants to be purchased by the Representative) at a purchase price of $1.00 per Private Placement Warrant Private Placement”) in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the ActAct (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 the securities underlying the Option Private Placement Warrants are hereinafter Warrants, if any, is referred to collectively herein as the “Placement SecuritiesWarrant Private Placement.” The None of the Private Placement Warrants shall nor the underlying Class A Ordinary Shares may be identical to the Warrants sold in the Offering except that the warrants included in the Placement Warrants shall be (x) non-redeemable sold, assigned or transferred by the Company, and (y) may be exercised for cash or on a cashless basis, in each case so long as the warrants continue to be held by the initial purchasers of the Placement Warrants Sponsor or their permitted transferees (provided, that if the Placement Warrants are not held by holders other than the initial purchasers or any until 30 days after consummation of their permitted transferees, the Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Warrants included in the Firm Units being sold in this Offering)a Business Combination. There will be no placement agent in the Warrant Private Placement and no party shall be entitled to a placement fee or expense allowance Certain proceeds from the sale of the Private Placement SecuritiesWarrants and all of the proceeds from the sale of the Option Private Placement Warrants, if any, shall be deposited into the Trust Account. In addition, for as long as any Private Placement Warrants, Option Private Placement Warrants, and underlying Class A Ordinary Shares are held by the Representative or its designee or affiliates, such Private Placement Warrants, Option Private Placement Warrants and underlying Class A Ordinary Shares will be subject to the lock-up and registration rights limitations imposed by FINRA Rule 5110 and may not be exercised after five years from the effective date of the Registration Statement (as defined herein).

Warrant Private Placement. Simultaneously with the ClosingClosing Date, the Sponsor (and/or its designees) and I-Bankers Securities, Inc. the Underwriters will separately purchase from the Company pursuant to the Warrants Purchase Agreement Agreements (as defined below) an aggregate in Section 2.21.2 hereof), 7,265,000 private placement warrants (6,765,000 warrants to be purchased by the Sponsor and 500,000 warrants to be purchased by the Underwriters), each exercisable to purchase one Class A Ordinary Share at $11.50 per share, at a purchase price of 7,300,000 warrants of the Company $1.00 per warrant (collectively, the “Private Placement Warrants”) in a private placement intended to be exempt from registration under Act, pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the “Sponsor and the Underwriters will purchase from the Company pursuant to the Purchase Agreements up to an additional 675,000 Private Placement Warrants (600,000 Private Placement Warrants to be purchased by the Sponsor and 75,000 Private Placement Warrants to be purchased by the Underwriters) at a purchase price of $1.00 per Private Placement Warrant Private Placement”) in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the ActAct (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 the securities underlying the Option Private Placement Warrants are hereinafter Warrants, if any, is referred to collectively herein as the “Placement SecuritiesWarrant Private Placement.” The None of the Private Placement Warrants shall nor the underlying Class A Ordinary Shares may be identical to the Warrants sold in the Offering except that the warrants included in the Placement Warrants shall be (x) non-redeemable sold, assigned or transferred by the Company, and (y) may be exercised for cash or on a cashless basis, in each case so long as the warrants continue to be held by the initial purchasers of the Placement Warrants Sponsor or their permitted transferees (provided, that if the Placement Warrants are not held by holders other than the initial purchasers or any until 30 days after consummation of their permitted transferees, the Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Warrants included in the Firm Units being sold in this Offering)a Business Combination. There will be no placement agent in the Warrant Private Placement and no party shall be entitled to a placement fee or expense allowance Certain proceeds from the sale of the Private Placement SecuritiesWarrants and certain of the proceeds from the sale of the Option Private Placement Warrants, if any, shall be deposited into the Trust Account. In addition, for as long as any Private Placement Warrants, Option Private Placement Warrants, and underlying Class A Ordinary Shares are held by the Underwriters or their designees or affiliates, such Private Placement Warrants, Option Private Placement Warrants and underlying Class A Ordinary Shares will be subject to the lock-up and registration rights limitations imposed by FINRA Rule 5110 and may not be exercised after five years from the effective date of the Registration Statement (as defined herein).

Warrant Private Placement. Simultaneously with the ClosingClosing Date, the Sponsor (and/or its designees) and I-Bankers Securities, Inc. will separately purchase from the Company pursuant to the Warrants Purchase Agreement (as defined below) an aggregate in Section 2.21.2 hereof),10,270,000 private placement warrants, each exercisable to purchase one Class A Ordinary Share at $11.50 per share, at a purchase price of 7,300,000 warrants of the Company $1.00 per warrant (collectively, the “Private Placement Warrants”) in a private placement intended to be exempt from registration under 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 Private Placement”) in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the ActAct (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 the securities underlying the Option Private Placement Warrants are hereinafter Warrants, if any, is referred to collectively herein as the “Placement SecuritiesWarrant Private Placement.” The None of the Private Placement Warrants shall nor the underlying Class A Ordinary Shares may be identical to the Warrants sold in the Offering except that the warrants included in the Placement Warrants shall be (x) non-redeemable sold, assigned or transferred by the CompanySponsor, and (y) may be exercised for cash or on a cashless basis, in each case so long as the warrants continue to be held by the initial purchasers of the Placement Warrants Underwriters or their permitted transferees (provided, that if the Placement Warrants are not held by holders other than the initial purchasers or any until 30 days after consummation of their permitted transferees, the Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Warrants included in the Firm Units being sold in this Offering)a Business Combination. There will be no placement agent in the Warrant Private Placement and no party shall be entitled to a placement fee or expense allowance Certain proceeds from the sale of the Private Placement SecuritiesWarrants and all of the proceeds from the sale of the Option Private Placement Warrants, if any, shall be deposited into the Trust Account.

Warrant Private Placement. Simultaneously with the ClosingClosing Date, (i) the Sponsor (and/or its designees) and I-Bankers Securities, Inc. will separately purchase from the Company pursuant to the Warrants Sponsor Purchase Agreement (as defined belowin Section 2.21.2 hereof) an aggregate of 7,300,000 6,000,000 warrants of (6,600,000 warrants if the Company over-allotment option is exercised in full) which warrants are substantially identical to the Warrants subject to certain exceptions (collectively, the “Placement Warrants”), and (ii) the Representative will purchase from the Company pursuant to the Representative Purchase Agreement (as defined in Section 2.21.2 hereof) 2,000,000 Placement Warrants (2,300,000 Placement Warrants if the over-allotment option is exercised in full), in each case at a purchase price of $1.00 per Placement Warrant, in a private placement intended to be exempt from registration under 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 Sponsor Purchase Agreement, up to an additional 600,000 Placement Warrants, and the Representative will purchase from the Company, pursuant to the Representative Purchase Agreement, 300,000 Placement Warrants, in each case at a purchase price of $1.00 per Placement Warrant Private Placement”) in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The Placement Warrants and the securities underlying the Placement Warrants are hereinafter referred to collectively as the “Placement Securities.” The Placement Warrants shall be identical to the Warrants sold in the Offering except that the warrants included in the Placement Warrants shall be (x) non-redeemable by the Company, and (y) may be exercised for cash or on a cashless basis, in each case so long as the warrants continue to be held by the initial purchasers private placement of the Placement Warrants or their permitted transferees (provided, that if to the Sponsor and the Representative is referred to herein as the “Warrant Private Placement.” None of the Placement Warrants are not held (or underlying Ordinary Shares) may be sold, assigned or transferred by holders other than the initial purchasers or any of their permitted transfereesSponsor, the Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Warrants included in the Firm Units being sold in this Offering)Representative or its permitted transferees until thirty (30) days after consummation of a Business Combination. There will be no placement agent in the Warrant Private Placement and no party shall be entitled to a placement fee or expense allowance Certain proceeds from the sale of the Placement SecuritiesWarrants shall be deposited into the Trust Account.

Warrant Private Placement. Simultaneously with the ClosingClosing Date, the Sponsor (and/or its designees) and I-Bankers Securities, Inc. the Representative will separately purchase from the Company pursuant to the Warrants Purchase Agreement Agreements (as defined below) in Section 2.21.2 hereof), an aggregate of 7,300,000 7,250,000 warrants, which warrants of are substantially identical to the Company Warrants, subject to certain exceptions (collectively, the “Placement Warrants”) at a purchase price of $1.00 per Placement Warrant in a private placement (the “Warrant Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The Placement Warrants and the securities underlying the Placement Warrants are hereinafter referred to collectively as the “Placement Securities.” The Placement Warrants shall be identical to the Warrants sold in the Offering except that the warrants included in the Placement Warrants shall be (x) non-redeemable by the Company, and (y) may be exercised for cash or on a cashless basis, in each case so long as the warrants continue to be held by the initial purchasers private placement of the Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Placement Warrants (or underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor, the Representative or their permitted transferees until thirty (provided, that if the Placement Warrants are not held by holders other than the initial purchasers or any 30) days after consummation of their permitted transferees, the Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Warrants included in the Firm Units being sold in this Offering)a Business Combination. There will be no placement agent in the Warrant Private Placement and no party shall be entitled to a placement fee or expense allowance Certain proceeds from the sale of the Placement SecuritiesWarrants shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to Rule 5110(e)(1) of the FINRA Manual. Accordingly, the Placement Warrants and the underlying Ordinary Shares may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, associated persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period.

Warrant Private Placement. Simultaneously with the ClosingClosing Date, the Sponsor (and/or its designees) and I-Bankers Securities, Inc. will separately purchase from the Company pursuant to the Warrants Purchase Agreement (as defined below) an aggregate in Section 2.21.2 hereof), 6,000,000 private placement warrants, each exercisable to purchase one share of 7,300,000 warrants our Class A common stock at $11.50 per share, at a purchase price of the Company $1.00 per warrant (collectively, the “Private Placement Warrants”) in a private placement intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act, in order for the Trust Account to equal the product of (i) the number of Firm Units sold and (ii) $10.00. Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Purchase Agreement, up to an additional 250,000 Private Placement Warrants at a purchase price of $1.00 per Private Placement Warrant Private Placement”) in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the ActAct (the “Option Private Placement Warrants”), in order for the Trust Account to equal the product of (i) the number of Units sold and (ii) $10.00. The private placement of the Private Placement Warrants and the securities underlying the Placement Warrants are hereinafter is referred to collectively herein as the “Placement SecuritiesWarrant Private Placement.” The None of the Private Placement Warrants shall nor the underlying shares of Common Stock may be identical to the Warrants sold in the Offering except that the warrants included in the Placement Warrants shall be (x) non-redeemable sold, assigned or transferred by the Company, and (y) may be exercised for cash Sponsor or on its permitted transferees until 30 days after consummation of a cashless basis, in each case so long as the warrants continue to be held by the initial purchasers Business Combination. $3,500,000 of the Placement Warrants or their permitted transferees (provided, that if the Placement Warrants are not held by holders other than the initial purchasers or any of their permitted transferees, the Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Warrants included in the Firm Units being sold in this Offering). There will be no placement agent in the Warrant Private Placement and no party shall be entitled to a placement fee or expense allowance proceeds from the sale of the Private Placement SecuritiesWarrants and all of the proceeds from the sale of the Option Private Placement Warrants, if any, shall be deposited into the Trust Account in order for the Trust Account to equal the product of (i) the number of Units sold and (ii) $10.00.

Warrant Private Placement. Simultaneously with On or prior to the ClosingClosing Date, the Sponsor (and/or its designees) and I-Bankers Securities, Inc. will separately purchase from the Company pursuant to the Warrants a Private Placement Warrant Purchase Agreement (as defined in Section 2.21.2 below) an aggregate of 7,300,000 4,095,000 private warrants (or 4,376,250 if the over-allotment option is exercised in full) of the Company (collectively, the “Placement Private Warrants”) at a purchase price of $1.00 per Private Warrant in a private placement (the “Warrant Private Placement”) intended to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) of the Securities Act. The Private Warrants are identical to the Warrants sold in this offering, subject to certain exceptions; and the terms of the Private Warrants are each as described in the Prospectus. Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Private Placement Warrant Purchase Agreement up to an additional 281,250 Private Warrants at a purchase price of $1.00 per Private Warrant in a private placement intended to be exempt from registration under the Securities Act pursuant to Section 4(a)(2) of the Securities Act. None of the Private Warrants may be sold, assigned or transferred by the Sponsor or its permitted transferees until 30 days after the consummation of a Business Combination. The Placement purchase price for the Private Warrants and to be paid by the securities underlying Sponsor shall be delivered to CST or counsel to the Placement Warrants Company or the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are hereinafter referred readily available to collectively be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the “Placement Securitiescase may be.” The Placement Warrants shall be identical to the Warrants sold in the Offering except that the warrants included in the Placement Warrants shall be (x) non-redeemable by the Company, and (y) may be exercised for cash or on a cashless basis, in each case so long as the warrants continue to be held by the initial purchasers of the Placement Warrants or their permitted transferees (provided, that if the Placement Warrants are not held by holders other than the initial purchasers or any of their permitted transferees, the Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Warrants included in the Firm Units being sold in this Offering). There will be no placement agent in the Warrant Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Placement Securities.

Warrant Private Placement. Simultaneously with the ClosingClosing Date, the Sponsor (and/or its designees) Company’s initial stockholders and I-Bankers Securities, Inc. the Representative will separately purchase from the Company pursuant to the Warrants Purchase Agreement Agreements (as defined belowin Section 2.21.2 hereof) an aggregate of 7,300,000 7,375,000 warrants, which warrants of are identical to the Company Warrants included in the Firm Units subject to certain exceptions (collectively, the “Placement Warrants”) at a purchase price of $1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act, with the Company’s initial stockholders purchasing 6,375,000 Placement Warrants and the Representative purchasing 1,000,000 Placement Warrants. Simultaneously with the Option Closing Date (if any), the “Company’s initial stockholders and the Representative will purchase from the Company pursuant to the Purchase Agreements, up to an additional 600,000 Placement Warrants and 150,000 Placement Warrants, respectively, at a purchase price of $1.00 per Placement Warrant Private Placement”) in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The Placement Warrants and the securities underlying the Placement Warrants are hereinafter referred to collectively as the “Placement Securities.” The Placement Warrants shall be identical to the Warrants sold in the Offering except that the warrants included in the Placement Warrants shall be (x) non-redeemable by the Company, and (y) may be exercised for cash or on a cashless basis, in each case so long as the warrants continue to be held by the initial purchasers private placement of the Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Placement Warrants (or underlying shares of Common Stock) may be sold, assigned or transferred by the holders or their permitted transferees until thirty (provided30) days after consummation of a Business Combination. Additionally, the Representative has agreed that if the it will forfeit for cancellation any Placement Warrants are not held by holders other than the initial purchasers or any of their permitted transferees, the Placement Warrants will be redeemable by the Company and exercisable by the holders it on the same basis as date that is five years from the Warrants included effective date of the Registration Statement, in the Firm Units being sold in this Offeringaccordance with FINRA Rule 5110(g). There will be no placement agent in the Warrant Private Placement and no party shall be entitled to a placement fee or expense allowance The proceeds from the sale of the Placement SecuritiesWarrants shall be deposited into the Trust Account.

Warrant Private Placement. Simultaneously with the ClosingClosing Date, the Sponsor (and/or its designees) and I-Bankers Securities, Inc. the Representative will separately purchase from the Company pursuant to the Warrants Purchase Agreement Agreements (as defined below) an aggregate of 7,300,000 in Section 2.21.2 hereof), 8,000,000 warrants of (8,900,000 warrants if the Company Over-allotment Option is exercised in full), which warrants are substantially identical to the Warrants included in the Firm Units, subject to certain exceptions (collectively, the “Placement Warrants”) ), at a purchase price of $1.00 per Placement Warrant, in a private placement (the “Warrant Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The Of those 8,000,000 Placement Warrants (or 8,900,000 Placement Warrants if the Over-allotment Option is exercised in full), the Sponsor has agreed to purchase 7,250,000 Placement Warrants (or 8,037,500 Placement Warrants if the Over-allotment Option is exercised in full), and the securities underlying the Representative has agreed to purchase 750,000 Placement Warrants are hereinafter referred to collectively as the “Placement Securities.” The (or 862,500 Placement Warrants shall be identical to if the Warrants sold Over-allotment Option is exercised in the Offering except that the warrants included in the Placement Warrants shall be (x) non-redeemable by the Company, and (y) may be exercised for cash or on a cashless basis, in each case so long as the warrants continue to be held by the initial purchasers full). The private placement of the Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Placement Warrants (or underlying shares of Common Stock) may be sold, assigned or transferred by the Sponsor, the Representative or their permitted transferees until thirty (provided, that if the Placement Warrants are not held by holders other than the initial purchasers or any 30) days after consummation of their permitted transferees, the Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Warrants included in the Firm Units being sold in this Offering)a Business Combination. There will be no placement agent in the Warrant Private Placement and no party shall be entitled to a placement fee or expense allowance Certain proceeds from the sale of the Placement SecuritiesWarrants shall be deposited into the Trust Account. The Representative, on behalf of the Underwriters, acknowledges and agrees that the Placement Warrants and the underlying shares of Common Stock will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants and the underlying shares of Common Stock may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period.

Warrant Private Placement. Simultaneously with the ClosingClosing Date, the Sponsor (and/or its designees) and I-Bankers Securities, Inc. the Underwriters will separately purchase from the Company pursuant to the Warrants Purchase Agreement Agreements (as defined below) an aggregate of 7,300,000 in Section 2.21.2 hereof), 8,500,000 warrants (7,750,000 warrants to be purchased by the Sponsor and 750,000 warrants to be purchased by the Underwriters, based on the Underwriters’ pro rata portions of the Company number of Firm Units to be purchased on Schedule A herein) (collectively, the “Placement Warrants”) ), which warrants are identical to the Warrants included in the Firm Units subject to certain exceptions, at a purchase price of $1.00 per Placement Warrant in a private placement (the “Warrant Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Purchase Agreement, up to an additional 450,000 Placement Warrants and at a purchase price of $1.00 per Placement Warrant in a private placement intended to be exempt from registration under the securities underlying Act pursuant to Section 4(a)(2) of the Placement Warrants are hereinafter referred to collectively as Act (the “Option Private Placement Securities.” Warrants”). The Placement Warrants shall be identical to the Warrants sold in the Offering except that the warrants included in the Placement Warrants shall be (x) non-redeemable by the Company, and (y) may be exercised for cash or on a cashless basis, in each case so long as the warrants continue to be held by the initial purchasers private placement of the Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Placement Warrants (or underlying shares of Common Stock) may be sold, assigned or transferred by the Sponsor, the Underwriters or their permitted transferees until thirty (provided, that if the Placement Warrants are not held by holders other than the initial purchasers or any 30) days after consummation of their permitted transferees, the Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Warrants included in the Firm Units being sold in this Offering)a Business Combination. There will be no placement agent in the Warrant Private Placement and no party shall be entitled to a placement fee or expense allowance The proceeds from the sale of the Placement SecuritiesWarrants 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. The Representative, on behalf of the Underwriters, acknowledges and agrees that the Placement Warrants and the underlying Common Stock will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants and the underlying Common Stock may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period.

Warrant Private Placement. Simultaneously with On the ClosingClosing Date, (x) the Sponsor (and/or its designees) and I-Bankers Securities, Inc. will separately purchase from the Company pursuant to the Warrants a Sponsor Warrant Purchase Agreement (as defined in Section 2.21.2 below) an aggregate of 7,300,000 warrants of the Company (collectivelythe “Sponsor Placement Warrants”) and (y) the Representative (and/or its designees) will purchase from the Company pursuant to a Representative Warrant Purchase Agreement (as defined in Section 2.21.2 below) an aggregate of 875,000 warrants of the Company (the “Representative Placement Warrants” and together with the Sponsor Placement Warrants, the “Placement Warrants”) ), at a purchase price of $1.00 per Placement Warrant in a private placement (the “Warrant Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the ActAct or another available exemption. The terms of the Placement Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Sponsor Warrant Purchase Agreement, up to an additional 787,500 Placement Warrants and the Representative will purchase from the Company pursuant to the Representative Warrant Purchase Agreement, up to an additional 131,250 Placement Warrants at a purchase price of $1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act or another available exemption. None of the Placement Warrants may be sold, assigned or transferred by the Sponsor or the Representative or their respective permitted transferees until after consummation of a Business Combination. The purchase price for the Sponsor Placement Warrants to be paid by the Sponsor has been delivered to CST or counsel to the Company or the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be. The Placement Warrants and the securities underlying shares of Common Stock issuable upon exercise of the Placement Warrants are hereinafter referred to collectively as the “Placement Securities.” The No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Placement Warrants shall be identical to the Warrants Securities sold in the Offering except that the warrants included in the Placement Warrants shall be (x) non-redeemable by the Company, and (y) may be exercised for cash or on a cashless basis, in each case so long as the warrants continue to be held by the initial purchasers of the Placement Warrants or their permitted transferees (provided, that if the Placement Warrants are not held by holders other than the initial purchasers or any of their permitted transfereesWarrant Private Placement. The Public Securities, the Placement Warrants will be redeemable by and the Company and exercisable by the holders on the same basis Founder Shares are hereinafter referred to collectively as the Warrants included in the Firm Units being sold in this Offering). There will be no placement agent in the Warrant Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Placement “Securities.”

Warrant Private Placement. Simultaneously with the ClosingClosing Date, the Sponsor (and/or its designees) and I-Bankers Securities, Inc. will separately purchase from the Company pursuant to the Warrants Purchase Agreement (as defined below) an aggregate in Section 2.21.2 hereof), 6,325,000 private placement warrants, each exercisable to purchase one share of 7,300,000 warrants our Class A common stock at $11.50 per share, at a purchase price of the Company $1.00 per warrant (collectively, the “Private Placement Warrants”) in a private placement intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act, in order for the Trust Account to equal the product of (i) the number of Firm Units sold and (ii) $10.00. Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Purchase Agreement, up to an additional 250,000 Private Placement Warrants at a purchase price of $1.00 per Private Placement Warrant Private Placement”) in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the ActAct (the “Option Private Placement Warrants”), in order for the Trust Account to equal the product of (i) the number of Units sold and (ii) $10.00. The private placement of the Private Placement Warrants and the securities underlying the Placement Warrants are hereinafter is referred to collectively herein as the “Placement SecuritiesWarrant Private Placement.” The None of the Private Placement Warrants shall nor the underlying shares of Common Stock may be identical to the Warrants sold in the Offering except that the warrants included in the Placement Warrants shall be (x) non-redeemable sold, assigned or transferred by the Company, and (y) may be exercised for cash Sponsor or on its permitted transferees until 30 days after consummation of a cashless basis, in each case so long as the warrants continue to be held by the initial purchasers Business Combination. $4,000,000 of the Placement Warrants or their permitted transferees (provided, that if the Placement Warrants are not held by holders other than the initial purchasers or any of their permitted transferees, the Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Warrants included in the Firm Units being sold in this Offering). There will be no placement agent in the Warrant Private Placement and no party shall be entitled to a placement fee or expense allowance proceeds from the sale of the Private Placement SecuritiesWarrants and all of the proceeds from the sale of the Option Private Placement Warrants, if any, shall be deposited into the Trust Account in order for the Trust Account to equal the product of (i) the number of Units sold and (ii) $10.00.

Warrant Private Placement. Simultaneously with the ClosingClosing Date, the Sponsor (and/or its designees) and I-Bankers Securities, Inc. will separately purchase from the Company pursuant to the Warrants Purchase Agreement Agreements (as defined below) an aggregate in Section 2.21.2 hereof), 6,750,000 private placement warrants, each exercisable to purchase one Class A Ordinary Share at $11.50 per share, at a purchase price of 7,300,000 warrants of the Company $1.00 per warrant (collectively, the “Private Placement Warrants”) in a private placement intended to be exempt from registration under 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 Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), up to an additional 675,000 Private Placement Warrants at a purchase price of $1.00 per Private Placement Warrant Private Placement”) in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the ActAct (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 the securities underlying the Option Private Placement Warrants are hereinafter Warrants, if any, is referred to collectively herein as the “Placement SecuritiesWarrant Private Placement.” The None of the Private Placement Warrants shall nor the underlying Class A Ordinary Shares may be identical to the Warrants sold in the Offering except that the warrants included in the Placement Warrants shall be (x) non-redeemable sold, assigned or transferred by the CompanySponsor, and (y) may be exercised for cash or on a cashless basis, in each case so long as the warrants continue to be held by the initial purchasers of the Placement Warrants Underwriters or their permitted transferees (provided, that if the Placement Warrants are not held by holders other than the initial purchasers or any until 30 days after consummation of their permitted transfereesa Business Combination. Accordingly, the Placement Warrants will and the underlying Class A Ordinary Shares may not be redeemable by sold, transferred, assigned, pledged or hypothecated, nor may they be the Company and exercisable by the holders on the same basis as the Warrants included subject of any hedging, short sale, derivative, put or call transaction that would result in the Firm Units being sold in this effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the Offering). There will be no placement agent , except to any FINRA member participating in the Warrant Private Placement Offering and no party shall be entitled the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to a placement fee or expense allowance the lock-up provision for the remainder of the time period. All of the proceeds from the sale of the Private Placement SecuritiesWarrants and all of the proceeds from the sale of the Option Private Placement Warrants, if any, shall be deposited into the Trust Account.