Common use of Exclusion of Private Placement Warrants Clause in Contracts

Exclusion of Private Placement Warrants. The Company agrees that (a) the redemption rights provided in Section 6.1 and Section 6.2 hereof shall not apply to the Private Placement Warrants, the Working Capital Warrants or the Post-IPO Warrants (if such Post-IPO Warrants provide that they are non-redeemable by the Company) if at the time of the redemption such Private Placement Warrants, the Working Capital Warrants or the Post-IPO Warrants continue to be held by the Sponsor or its Permitted Transferees, as applicable. However, once such Private Placement Warrants, the Working Capital Warrants or the Post-IPO Warrants are transferred (other than to Permitted Transferees in accordance with Section 2.6 hereof), the Company may redeem the Private Placement Warrants, the Working Capital Warrants or the Post-IPO Warrants (if the Post-IPO Warrants permit such redemption by their terms) pursuant to Section 6.1 or 6.2 hereof, provided that the criteria for redemption are met, including the opportunity of the holder of such Private Placement Warrants, Working Capital Warrants or Post-IPO Warrants to exercise the Private Placement Warrants, the Working Capital Warrants or the Post-IPO Warrants prior to redemption pursuant to Section 6.4 hereof. The Private Placement Warrants, Working Capital Warrants and Post-IPO Warrants (if such Post-IPO Warrants provide that they are non-redeemable by the Company) that are transferred to persons other than Permitted Transferees shall upon such transfer cease to be Private Placement Warrants, Working Capital Warrants and Post-IPO Warrants and shall become Public Warrants under this Agreement, including for purposes of Section 9.8 hereof.

Exclusion of Private Placement Warrants. Option Warrants and the Working Capital Warrants. The Company agrees that (a) the redemption rights provided in this Section 6.1 and Section 6.2 hereof 6 shall not apply to the Private Placement Warrants, Warrants or the Working Capital Warrants Warrants, or the Post-IPO Option Warrants (if such Post-IPO Warrants provide that they are non-redeemable by prior to the Company) exercise of the Purchase Option, if at the time of the redemption such Private Placement Warrants, Warrants or the Working Capital Warrants Warrants, or the Post-IPO Option Warrants prior to the exercise of the Purchase Option, continue to be held by the Sponsor or its any Permitted Transferees, or the underwriters of the Offering, as applicable. However, once such Private Placement Warrants and Working Capital Warrants, the Working Capital Warrants or the Post-IPO Option Warrants prior to the exercise of the Purchase Option, are transferred (other than to Permitted Transferees in accordance with under Section 2.6 hereof2.6), the Company may redeem the Private Placement Warrants, Warrants and the Working Capital Warrants Warrants, or the Post-IPO Option Warrants (if prior to the Post-IPO Warrants permit such redemption by their terms) pursuant to Section 6.1 or 6.2 hereofexercise of the Purchase Option, provided that the criteria for redemption are met, including the opportunity of the holder of such Private Placement Warrants or Working Capital Warrants, Working Capital or the Option Warrants or Post-IPO Warrants prior to the exercise of the Purchase Option, to exercise the Private Placement Warrants, Warrants and the Working Capital Warrants Warrants, or the Post-IPO Option Warrants prior to the exercise of the Purchase Option, prior to redemption pursuant to Section 6.4 hereof6.3. The Private Placement Warrants and Working Capital Warrants, Working Capital or the Option Warrants and Post-IPO Warrants (if such Post-IPO Warrants provide that they are non-redeemable by prior to the Company) exercise of the Purchase Option, that are transferred to persons other than Permitted Transferees shall upon such transfer cease to be Private Placement Warrants or Working Capital Warrants, Working Capital or the Option Warrants and Post-IPO Warrants prior to the exercise of the Purchase Option, and shall become Public Warrants under this Agreement, including for purposes of Section 9.8 hereof.

Exclusion of Private Placement Warrants. The Company agrees that (a) the redemption rights provided in Section 6.1 and Section 6.2 hereof shall not apply to the Private Placement Warrants, the Working Capital Warrants or the Post-IPO Warrants (if such Post-IPO Warrants provide that they are non-redeemable by the Company) if at the time of the redemption such Private Placement Warrants, the Working Capital Warrants or the Post-IPO Warrants continue to be held by the Sponsor Sponsor, the Anchor Investor or its any officers or directors of the Company, or any of their Permitted Transferees, as applicable. However, once such Private Placement Warrants, the Working Capital Warrants or the Post-IPO Warrants are transferred (other than to Permitted Transferees in accordance with under Section 2.6 hereof2.6), the Company may redeem the Private Placement Warrants, the Working Capital Warrants or the Post-IPO Warrants (if the Post-IPO Warrants permit such redemption by their terms) pursuant to Section 6.1 or 6.2 hereof, provided that the criteria for redemption are met, including the opportunity of the holder of such Private Placement Warrants, Working Capital Warrants or Post-IPO Warrants to exercise the Private Placement Warrants, the Working Capital Warrants or the Post-IPO Warrants prior to redemption pursuant to Section 6.4 hereof6.1. The Private Placement Warrants, the Working Capital Warrants and or the Post-IPO Warrants (if such Post-IPO Warrants provide that they are non-redeemable by the Company) that are transferred to persons other than Permitted Transferees shall upon such transfer cease to be Private Placement Warrants, Working Capital Warrants and or Post-IPO Warrants and shall become Public Warrants under this Agreement, including for purposes of . The restrictions set forth under this Section 9.8 6.5 shall not apply to redemptions pursuant to Section 6.2 hereof.

Exclusion of Private Placement Warrants. The Company agrees that (a) the redemption rights provided in Section 6.1 and Section 6.2 hereof shall not apply to the Private Placement Warrants, the Working Capital Warrants or the Post-IPO Warrants (if such Post-IPO Warrants provide that they are non-redeemable by the Company) if at the time of the redemption such Private Placement Warrants, the Working Capital Warrants or the Post-IPO Warrants continue to be held by the Sponsor Sponsor, or its any officers or directors of the Company, or any of their Permitted Transferees, as applicable. However, once such Private Placement Warrants, the Working Capital Warrants or the Post-IPO Warrants are transferred (other than to Permitted Transferees in accordance with under Section 2.6 hereof2.6), the Company may redeem the Private Placement Warrants, the Working Capital Warrants or the Post-IPO Warrants (if the Post-IPO Warrants permit such redemption by their terms) pursuant to Section 6.1 or 6.2 hereof, provided that the criteria for redemption are met, including the opportunity of the holder of such Private Placement Warrants, Working Capital Warrants or Post-IPO Warrants to exercise the Private Placement Warrants, the Working Capital Warrants or the Post-IPO Warrants prior to redemption pursuant to Section 6.4 hereof6.1. The Private Placement Warrants, the Working Capital Warrants and or the Post-IPO Warrants (if such Post-IPO Warrants provide that they are non-redeemable by the Company) that are transferred to persons other than Permitted Transferees shall upon such transfer cease to be Private Placement Warrants, Working Capital Warrants and or Post-IPO Warrants and shall become Public Warrants under this Agreement, including for purposes of . The restrictions set forth under this Section 9.8 6.5 shall not apply to redemptions pursuant to Section 6.2 hereof.

Exclusion of Private Placement Warrants. The Company agrees that (a) the redemption rights provided in Section 6.1 and Section 6.2 hereof shall not apply to the Private Placement Warrants, the Working Capital Warrants or the Post-IPO Extension Loan Warrants (if such Post-IPO Warrants provide that they are non-redeemable by the Company) if at the time of the redemption such Private Placement Warrants, the Working Capital Warrants or the Post-IPO Extension Loan Warrants continue to be held by the Sponsor or its Permitted Transferees, as applicable. However, once such Private Placement Warrants, the Working Capital Warrants or the Post-IPO Extension Loan Warrants are transferred (other than to Permitted Transferees in accordance with Section 2.6 hereof2.6), the Company may redeem the Private Placement Warrants, the Working Capital Warrants or the Post-IPO and Extension Loan Warrants (if the Post-IPO Warrants permit such redemption by their terms) pursuant to Section 6.1 or 6.2 hereof6.2, provided that the criteria for redemption are met, including the opportunity of the holder of such Private Placement Warrants, Working Capital Warrants or Post-IPO Extension Loan Warrants to exercise the Private Placement Warrants, the Working Capital Warrants or the Post-IPO Warrants Extension Loan Warrants, as applicable, prior to redemption pursuant to Section 6.4 hereof6.4. The Private Placement Warrants, Working Capital Warrants and Post-IPO Extension Loan Warrants (if such Post-IPO Warrants provide that they are non-redeemable by the Company) that are transferred to persons other than Permitted Transferees shall upon such transfer cease to be Private Placement Warrants, Working Capital Warrants and Post-IPO Warrants or Extension Loan Warrants, as the case may be, and shall become Public Warrants under this Agreement, including for purposes of Section 9.8 hereof9.8.

Exclusion of Private Placement Warrants. 6.5.1 The Company agrees that (a) the redemption rights provided in Section 6.1 and Section 6.2 hereof shall not apply to neither the Private Placement Warrants, Warrants nor the Working Capital Warrants or the Post-IPO Warrants (if such Post-IPO Warrants provide that they are non-redeemable by the Company) if at the time of the redemption such Private Placement Warrants, the Warrants or Working Capital Warrants or the Post-IPO Warrants continue to be held by the Sponsor original holders thereof or its any of their respective Permitted Transferees, as applicable. However, once such Private Placement Warrants, the Warrants or Working Capital Warrants or the Post-IPO Warrants are transferred (other than to Permitted Transferees in accordance with Section 2.6 hereof2.6), the Company may redeem the such Private Placement Warrants, the Warrants or Working Capital Warrants or the Post-IPO Warrants (if the Post-IPO Warrants permit such redemption by their terms) pursuant to Section 6.1 or 6.2 hereof, provided that the criteria for redemption are met, including the opportunity of the holder of such Private Placement Warrants, Warrants or Working Capital Warrants or Post-IPO Warrants to exercise the such Private Placement Warrants, the Warrants or Working Capital Warrants or the Post-IPO Warrants prior to redemption pursuant to Section 6.4 hereof6.4. The Private Placement Warrants, Warrants and Working Capital Warrants and Post-IPO Warrants (if such Post-IPO Warrants provide that they are non-redeemable by the Company) that are transferred to persons other than Permitted Transferees shall upon such transfer cease to be Private Placement Warrant or Working Capital Warrants, Working Capital Warrants and Post-IPO Warrants respectively, and shall become Public Warrants under this Agreement, including for purposes . 6.5.2 The Company agrees that the provisions of Section 9.8 hereof6.2 shall apply to the Private Placement Warrants and the Working Capital Warrants parri passu with the Public Warrants.

Exclusion of Private Placement Warrants. 6.5.1 The Company agrees that (a) the redemption rights provided in Section 6.1 and Section 6.2 hereof shall not apply to neither the Private Placement Warrants, Warrants nor the Working Capital Warrants or the Post-IPO Warrants (if such Post-IPO Warrants provide that they are non-redeemable by the Company) if at the time of the redemption such Private Placement Warrants, the Warrants or Working Capital Warrants or the Post-IPO Warrants continue to be held by the Sponsor or its Permitted Transferees, as applicable. However, once such Private Placement Warrants, the Warrants or Working Capital Warrants or the Post-IPO Warrants are transferred (other than to Permitted Transferees in accordance with Section 2.6 hereof2.6), the Company may redeem the such Private Placement Warrants, the Warrants or Working Capital Warrants or the Post-IPO Warrants (if the Post-IPO Warrants permit such redemption by their terms) pursuant to Section 6.1 or 6.2 hereof, provided that the criteria for redemption are met, including the opportunity of the holder of such Private Placement Warrants, Warrants or Working Capital Warrants or Post-IPO Warrants to exercise the such Private Placement Warrants, the Warrants or Working Capital Warrants or the Post-IPO Warrants prior to redemption pursuant to Section 6.4 hereof6.4. The Private Placement Warrants, Warrants and Working Capital Warrants and Post-IPO Warrants (if such Post-IPO Warrants provide that they are non-redeemable by the Company) that are transferred to persons other than Permitted Transferees shall upon such transfer cease to be Private Placement Warrant or Working Capital Warrants, Working Capital Warrants and Post-IPO Warrants respectively, and shall become Public Warrants under this Agreement, including for purposes . 6.5.2 The Company agrees that the provisions of Section 9.8 hereof6.2 shall apply to the Private Placement Warrants and the Working Capital Warrants parri passu with the Public Warrants. The Company agrees that the provisions of Section 6.1 and Section 6.2 shall apply to the Forward Purchase Warrants parri passu with the Public Warrants.

Exclusion of Private Placement Warrants. The Company agrees that (a) the redemption rights provided in Section 6.1 and Section 6.2 hereof (if the last reported sale price of the Common Stock has been at least $18.00 per share (subject to adjustment in compliance with Section 4 hereof) for any 10 trading days within the 20-day Reference Period) shall not apply to the Private Placement Warrants, the Working Capital Warrants or the Post-IPO Warrants (if such Post-IPO Warrants provide that they are non-redeemable by the CompanyCompany for cash) if at the time of the redemption such Private Placement Warrants, the Working Capital Warrants or the Post-IPO Warrants continue to be held by the Sponsor or its Permitted Transferees, as applicable. However, once such Private Placement Warrants, the Working Capital Warrants or the Post-IPO Warrants are transferred (other than to Permitted Transferees in accordance with Section 2.6 hereof2.5), the Company may redeem the Private Placement Warrants, the Working Capital Warrants or the Post-IPO Warrants (if the Post-IPO Warrants permit such redemption by their terms) pursuant to Section 6.1 or 6.2 hereof, provided that the criteria for redemption are met, including the opportunity of the holder of such Private Placement Warrants, Working Capital Warrants or Post-IPO Warrants to exercise the Private Placement Warrants, the Working Capital Warrants or the Post-IPO Warrants prior to redemption pursuant to Section 6.4 hereof6.4. The Private Placement Warrants, the Working Capital Warrants and or the Post-IPO Warrants (if such Post-IPO Warrants provide that they are non-redeemable by the Company) that are transferred to persons other than Permitted Transferees shall upon such transfer cease to be Private Placement Warrants, Working Capital Warrants and or Post-IPO Warrants and shall become Public Warrants under this Agreement, including for purposes of Section 9.8 hereof.

Exclusion of Private Placement Warrants. The Company agrees that (a) the redemption rights provided in Section 6.1 and Section 6.2 hereof shall not apply to the Private Placement Warrants, the Working Capital Warrants or the Post-IPO Warrants (if such Post-IPO Warrants provide that they are non-redeemable by the Company) if at the time of the redemption such Private Placement Warrants, the Working Capital Warrants or the Post-IPO Warrants continue to be held by the Sponsor or its any officers or directors of the Company, or any of their Permitted Transferees, as applicable. However, once such Private Placement Warrants, the Working Capital Warrants or the Post-IPO Warrants are transferred (other than to Permitted Transferees in accordance with under Section 2.6 hereof2.6), the Company may redeem the Private Placement Warrants, the Working Capital Warrants or the Post-IPO Warrants (if the Post-IPO Warrants permit such redemption by their terms) pursuant to Section 6.1 or 6.2 hereof, provided that the criteria for redemption are met, including the opportunity of the holder of such Private Placement Warrants, Working Capital Warrants or Post-IPO Warrants to exercise the Private Placement Warrants, the Working Capital Warrants or the Post-IPO Warrants prior to redemption pursuant to Section 6.4 hereof6.1. The Private Placement Warrants, the Working Capital Warrants and or the Post-IPO Warrants (if such Post-IPO Warrants provide that they are non-redeemable by the Company) that are transferred to persons other than Permitted Transferees shall upon such transfer cease to be Private Placement Warrants, Working Capital Warrants and or Post-IPO Warrants and shall become Public Warrants under this Agreement, including for purposes of . The restrictions set forth under this Section 9.8 6.5 shall not apply to redemptions pursuant to Section 6.2 hereof.

Exclusion of Private Placement Warrants. The Company agrees that (a) the redemption rights provided in Section 6.1 and Section 6.2 hereof (if the last reported sale price of the Common Stock has not been at least $18.00 per share (subject to adjustment in compliance with Section 4 hereof) for any 10 trading days within the 20-day Reference Period) shall not apply to the Private Placement Warrants, the Working Capital Warrants or the Post-IPO Warrants (if such Post-IPO Warrants provide that they are non-redeemable by the CompanyCompany for cash) if at the time of the redemption such Private Placement Warrants, the Working Capital Warrants or the Post-IPO Warrants continue to be held by the Sponsor or its Permitted Transferees, as applicable. However, once such Private Placement Warrants, the Working Capital Warrants or the Post-IPO Warrants are transferred (other than to Permitted Transferees in accordance with Section 2.6 hereof2.5), the Company may redeem the Private Placement Warrants, the Working Capital Warrants or the Post-IPO Warrants (if the Post-IPO Warrants permit such redemption by their terms) pursuant to Section 6.1 or 6.2 hereof, provided that the criteria for redemption are met, including the opportunity of the holder of such Private Placement Warrants, Working Capital Warrants or Post-IPO Warrants to exercise the Private Placement Warrants, the Working Capital Warrants or the Post-IPO Warrants prior to redemption pursuant to Section 6.4 hereof6.4. The Private Placement Warrants, the Working Capital Warrants and or the Post-IPO Warrants (if such Post-IPO Warrants provide that they are non-redeemable by the Company) that are transferred to persons other than Permitted Transferees shall upon such transfer cease to be Private Placement Warrants, Working Capital Warrants and or Post-IPO Warrants and shall become Public Warrants under this Agreement, including for purposes of Section 9.8 hereof.