Common use of Placement Warrants and Working Capital Warrants Clause in Contracts

Placement Warrants and Working Capital Warrants. The Placement Warrants and Working Capital Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor, Cantor or any of their respective Permitted Transferees (as defined below), the Placement Warrants and the Working Capital Warrants: (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination (as defined below), and (iii) shall not be redeemable by the Company; provided, however, that in the case of (ii), the Placement Warrants and the Working Capital Warrants and any shares of Common Stock held by the Sponsor, Cantor or any Permitted Transferees, and issued upon exercise of the Placement Warrants and the Working Capital Warrants, may be transferred by the holders thereof to a Permitted Transferee. Further, the period during which the Placement Warrants held by Cantor are exercisable may not be extended (pursuant to the last sentence of Section 3.2 or otherwise) beyond the date that is five years from the effective date of the Registration Statement. A “Permitted Transferee” is hereby defined as any transferee receiving securities in the following transactions:

Placement Warrants and Working Capital Warrants. The Placement Warrants and Working Capital Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor, Cantor Sponsor or any of their its respective Permitted Transferees (as defined below), the Placement Warrants and the Working Capital Warrants: (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination (as defined below), and (iii) shall not be redeemable by the Company; provided, however, that in the case of (ii), the Placement Warrants and the Working Capital Warrants and any shares of Common Stock held by the Sponsor, Cantor Sponsor or any Permitted Transferees, and issued upon exercise of the Placement Warrants and the Working Capital Warrants, may be transferred by the holders thereof to a Permitted Transferee. Further, the period during which the Placement Warrants held by Cantor are exercisable may not be extended (pursuant to the last sentence of Section 3.2 or otherwise) beyond the date that is five years from the effective date of the Registration Statement. A “Permitted Transferee” is hereby defined as any transferee receiving securities in the following transactions:

Placement Warrants and Working Capital Warrants. The Placement Warrants and Working Capital Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor, Cantor Millennium or any of their respective Permitted Transferees (as defined below), the Placement Warrants and the Working Capital Warrants: (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination (as defined below), and (iii) shall not be redeemable by the Company; provided, however, that in the case of (ii), the Placement Warrants and the Working Capital Warrants and any shares of Common Stock held by the Sponsor, Cantor Millennium or any of their Permitted Transferees, and Transferees that are issued upon exercise of the Placement Warrants and the Working Capital Warrants, may be transferred by the holders thereof to a Permitted Transferee. Further, the period during which the Placement Warrants held by Cantor are exercisable may not be extended (pursuant to the last sentence of Section 3.2 or otherwise) beyond the date that is five years from the effective date of the Registration Statement. A “Permitted Transferee” is hereby defined as any transferee receiving securities in the following transactions:

Placement Warrants and Working Capital Warrants. The Placement Warrants and Working Capital Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor, Cantor Sponsor or any of their respective its Permitted Transferees (as defined below), the Placement Warrants and the Working Capital Warrants: (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination (as defined below), and (iii) shall not be redeemable by the Company; provided, however, that in the case of (ii), the Placement Warrants and the Working Capital Warrants and any shares of Common Stock held by the Sponsor, Cantor Sponsor or any Permitted Transferees, and issued upon exercise of the Placement Warrants and the Working Capital Warrants, may be transferred by the holders thereof to a Permitted Transferee. Further, the period during which the Placement Warrants held by Cantor are exercisable may not be extended (pursuant to the last sentence of Section 3.2 or otherwise) beyond the date that is five years from the effective date of the Registration Statement. A “Permitted Transferee” is hereby defined as any transferee receiving securities in the following transactions:

Placement Warrants and Working Capital Warrants. The Placement Warrants and Working Capital Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor, Cantor Sponsor or any of their its respective Permitted Transferees (as defined below), the Placement Warrants and the Working Capital Warrants: (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination (as defined below), and (iii) shall not be redeemable by the Company; provided, however, that in the case of (ii), the Placement Warrants and the Working Capital Warrants and any shares of Common Stock held by the Sponsor, Cantor or any Permitted Transferees, and issued upon exercise of the Placement Warrants and the Working Capital Warrants, may be transferred by the holders thereof to a Permitted Transferee. Further, the period during which the Placement Warrants held by Cantor are exercisable may not be extended (pursuant to the last sentence of Section 3.2 or otherwise) beyond the date that is five years from the effective date of the Registration Statement. A “Permitted Transferee” is hereby defined as any transferee receiving securities in the following transactions:

Placement Warrants and Working Capital Warrants. The Placement Warrants and Working Capital Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor, Cantor Cantor, Millennium or any of their respective Permitted Transferees (as defined below), the Placement Warrants and the Working Capital Warrants: (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination (as defined below), and (iii) shall not be redeemable by the Company; provided, however, that in the case of (ii), the Placement Warrants and the Working Capital Warrants and any shares of Common Stock held by the Sponsor, Cantor Cantor, Millennium or any of their Permitted Transferees, and issued upon exercise of the Placement Warrants and the Working Capital Warrants, may be transferred by the holders thereof to a Permitted Transferee. Further, the period during which the Placement Warrants held by Cantor are exercisable may not be extended (pursuant to the last sentence of Section 3.2 or otherwise) beyond the date that is five years from the effective date of the Registration Statement. A “Permitted Transferee” is hereby defined as any transferee receiving securities in the following transactions: