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: (a) to the Sponsor, Xxxx X. Xxxxxxxx, Xxxxxx Xxxxxx and Xxxxxx Xxxxxx (the “Initial Stockholders”), the Company’s officers or directors, Cantor or Cantor’s officers, directors or direct or indirect equityholders; (b) to an affiliate or immediate family member of any of the Company’s officers, directors, Initial Stockholders and Cantor; (c) to any member, officer or director of the Sponsor or Cantor, or any immediate family member, partner, affiliate or employee of a member of the Sponsor or Cantor; (d) by gift to any Permitted Transferee under any of the immediately preceding subsections (a) through (c), to a trust, the beneficiaries of which consist entirely of one or more Permitted Transferees under any of the immediately preceding subsections (a) through (c), or to a charitable organization; (e) by virtue of laws of descent and distribution upon the death of any officer or director of the Company, Initial Stockholder, member of the Sponsor, or any officer, director or direct or indirect equityholders of Cantor; (f) pursuant to a qualified domestic relations order; (g) upon the Company’s liquidation prior to consummation of the Company’s initial business combination; (h) by virtue of the laws of Delaware, pursuant to the limited liability company agreement of the Sponsor upon dissolution of the Sponsor, or pursuant to the organizational documents of Cantor upon dissolution of Cantor; (i) upon and in connection with the liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property subsequent to the Company’s consummation of its initial business combination; or (j) subsequent to the consummation of the Company’s initial business combination, in the event of a consolidation, merger, stock exchange or other similar transaction in which the Company is the surviving entity that results in a change in a majority of the Company’s board of directors or management team; provided, however, that in the case of clauses (a) through (f) and (h) these Permitted Transferees must enter into a written agreement agreeing to be bound by the restrictions on transfer in this Agreement.

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: (a) to the Sponsor, Xxxx X. Xxxxxxxx, Xxxxxx Xxxxxx and Xxxxxx Xxxxxx Sponsor (the “Initial Stockholders”), ) and the Company’s officers or directors, Cantor or Cantor’s officers, directors or direct or indirect equityholders; (b) to an affiliate or immediate family member of any of the Company’s officers, directors, and Initial Stockholders and CantorStockholders; (c) to any member, officer or director of the Sponsor or CantorSponsor, or any immediate family member, partner, affiliate or employee of a member of the Sponsor or CantorSponsor; (d) by gift to any Permitted Transferee under any of the immediately preceding subsections (a) through (c), to a trust, the beneficiaries of which consist entirely of one or more Permitted Transferees under any of the immediately preceding subsections (a) through (c), or to a charitable organization; (e) by virtue of laws of descent and distribution upon the death of any officer or director of the Company, Initial Stockholder, or member of the Sponsor, or any officer, director or direct or indirect equityholders of Cantor; (f) pursuant to a qualified domestic relations order; (g) upon the Company’s liquidation prior to consummation of the Company’s initial business combination; (h) by virtue of the laws of Delaware, pursuant to the limited liability company agreement of the Sponsor upon dissolution of the Sponsor, or pursuant to the organizational documents of Cantor upon dissolution of Cantor; (i) upon and in connection with the liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property subsequent to the Company’s consummation of its initial business combination; or (j) subsequent to the consummation of the Company’s initial business combination, in the event of a consolidation, merger, stock exchange or other similar transaction in which the Company is the surviving entity that results in a change in a majority of the Company’s board of directors or management team; provided, however, that in the case of clauses (a) through (f) and (h) these Permitted Transferees must enter into a written agreement agreeing to be bound by the restrictions on transfer in this Agreement.

Placement Warrants and Working Capital Warrants. The Placement Warrants and the 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 Permitted Transferees (as defined below), as applicable, 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) Warrants 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), during such period the Placement Warrants and the Working Capital Warrants and any shares of Common Stock held by the Sponsor, Cantor Sponsor or any of its Permitted Transferees, as applicable, and issued upon exercise of the Placement Warrants and the Working Capital Warrants, Warrants may be transferred transferred, assigned or sold 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 transactionsthereof: (a) to the Sponsor, Xxxx X. Xxxxxxxx, Xxxxxx Xxxxxx and Xxxxxx Xxxxxx (the “Initial Stockholders”), the Company’s officers or directors, Cantor or Cantor’s officers, directors or direct or indirect equityholders; (b) to an any affiliate or immediate family member of any of the Company’s officers, officers or directors, Initial Stockholders and Cantor; (c) to any member, officer or director affiliate of the Sponsor or Cantor, or to any immediate family member, partner, affiliate or employee of a member member(s) of the Sponsor or Cantorany of their affiliates, officers, directors and direct and indirect equityholders; (db) in the case of an individual, by gift to any Permitted Transferee under any of the immediately preceding subsections (a) through (c), a member such individual’s immediate family or to a trust, the beneficiaries beneficiary of which consist entirely is a member of one or more Permitted Transferees under any such individual’s immediate family, an affiliate of the immediately preceding subsections (a) through (c), such individual or to a charitable organization; (ec) in the case of an individual, by virtue of the laws of descent and distribution upon the death of any officer or director of the Company, Initial Stockholder, member of the Sponsor, or any officer, director or direct or indirect equityholders of Cantorsuch person; (fd) in the case of an individual, pursuant to a qualified domestic relations order; (ge) upon by private sales or transfers made in connection with the consummation of an initial Business Combination at prices no greater than the price at which the Warrants were originally purchased; (f) in the event of the Company’s liquidation prior to consummation of the Company’s initial business combination;Business Combination; or (hg) by virtue of the laws of Delaware, pursuant to the State of Delaware or the Sponsor’s limited liability company agreement of the Sponsor upon dissolution of the Sponsor, or pursuant to the organizational documents of Cantor upon dissolution of Cantor; (i) upon and in connection with the liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property subsequent to the Company’s consummation of its initial business combination; or (j) subsequent to the consummation of the Company’s initial business combination, in the event of a consolidation, merger, stock exchange or other similar transaction in which the Company is the surviving entity that results in a change in a majority of the Company’s board of directors or management team; provided, however, that that, in each case these permitted transferees (the case of clauses (a“Permitted Transferees”) through (f) and (h) these Permitted Transferees must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions on transfer in this Agreement.

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: (a) to the Sponsor, Xxxx X. Xxxxxxxx, Xxxxxx Xxxxxx and Xxxxxx Xxxxxx Sponsor (the “Initial Stockholders”), ) and the Company’s officers or directors, Cantor or Cantor’s officers, directors or direct or indirect equityholders; (b) to an affiliate or immediate family member of any of the Company’s officers, directors, and Initial Stockholders and CantorStockholders; (c) to any member, officer or director of the Sponsor or CantorSponsor, or any immediate family member, partner, affiliate or employee of a member of the Sponsor or CantorSponsor; (d) by gift to any Permitted Transferee under any of the immediately preceding subsections (a) through (c), to a trust, the beneficiaries of which consist entirely of one or more Permitted Transferees under any of the immediately preceding subsections (a) through (c), or to a charitable organization; (e) by virtue of laws of descent and distribution upon the death of any officer or director of the Company, Initial Stockholder, or member of the Sponsor, or any officer, director or direct or indirect equityholders of Cantor; (f) pursuant to a qualified domestic relations order; (g) upon the Company’s liquidation prior to consummation of the Company’s initial business combination; (h) by virtue of the laws of Delaware, pursuant to the limited liability company agreement of the Sponsor upon dissolution of the Sponsor, or pursuant to the organizational documents of Cantor upon dissolution of Cantor; (i) upon and in connection with the liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property subsequent to the Company’s consummation of its initial business combination; or; (j) subsequent to the consummation of the Company’s initial business combination, in the event of a consolidation, merger, stock exchange or other similar transaction in which the Company is the surviving entity that results in a change in a majority of the Company’s board of directors or management team; or (k) in the case of Millennium, to each such investor’s affiliates, or any investment fund or other entity controlled or managed by such investor, or to any investment manager or investment advisor of such investor or an affiliate of any such investment manager or investment advisor or to any investment fund or other entity controlled or managed by such persons; provided, however, that in the case of clauses (a) through (f) and (h) these Permitted Transferees must enter into a written agreement agreeing to be bound by the restrictions on transfer in this Agreement.

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: (a) to the Sponsor, Xxxx X. Xxxxxxxx, Xxxxxx Xxxxxx and Xxxxxx Xxxxxx Sponsor (the “Initial Stockholders”), ) and the Company’s officers or directors, Cantor or Cantor’s officers, directors or direct or indirect equityholders; (b) to an affiliate or immediate family member of any of the Company’s officers, directors, directors and Initial Stockholders and CantorStockholders; (c) to any member, officer or director of the Sponsor or CantorSponsor, or any immediate family member, partner, affiliate or employee of a member of the Sponsor or CantorSponsor; (d) by gift to any Permitted Transferee under any of the immediately preceding subsections (a) through (c), to a trust, the beneficiaries of which consist entirely of one or more Permitted Transferees under any of the immediately preceding subsections (a) through (c), or to a charitable organization; (e) by virtue of laws of descent and distribution upon the death of any officer or director of the Company, Initial Stockholder, member of the Sponsor, or any officer, director or direct or indirect equityholders of Cantor; (f) pursuant to a qualified domestic relations order; (g) upon in the event of the Company’s liquidation prior to consummation of the Company’s initial business combination; (h) by virtue of the laws of Delaware, pursuant to the limited liability company agreement of the Sponsor upon dissolution of the Sponsor, or pursuant to the organizational documents of Cantor upon dissolution of Cantor; (i) subsequent to the Company’s consummation of its initial business combination, upon and in connection with the liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property property; (j) subsequent to the Company’s consummation of its initial business combination; or (j) subsequent to the consummation of the Company’s initial business combination, in the event of a consolidation, merger, stock exchange or other similar transaction in which the Company is the surviving entity that results in a change in a the majority of the Company’s board of directors or management team; or (k) through private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of the Company’s initial business combination at prices no greater than the price at which the Placement Warrants or Working Capital Warrants were originally purchased; provided, however, that in the case of clauses (a) through (f), (h) and (hk) these Permitted Transferees must enter into a written agreement agreeing to be bound by the restrictions on transfer in this Agreement.

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: (a) to the Sponsor, Xxxx X. XxxxxxxxXxx-Xxx Xxxx, Xxxxxx Xxxxxx Xxxxxxx Xxxxxxxxxx, Xxx Xxxxxxx Xxxxxxxxx, Xxxxxxxx Xxxxx and Xxxxxx Xxxxxx Xxxxxxx Xxxxxxxx (the “Initial Stockholders”), the Company’s officers or directors, Cantor or Cantor’s officers, directors or direct or indirect equityholders; (b) to an affiliate or immediate family member of any of the Company’s officers, directors, Initial Stockholders and Cantor; (c) to any member, officer or director of the Sponsor or Cantor, or any immediate family member, partner, affiliate or employee of a member of the Sponsor or Cantor; (d) by gift to any Permitted Transferee under any of the immediately preceding subsections (a) through (c), to a trust, the beneficiaries of which consist entirely of one or more Permitted Transferees under any of the immediately preceding subsections (a) through (c), or to a charitable organization; (e) by virtue of laws of descent and distribution upon the death of any officer or director of the Company, Initial Stockholder, member of the Sponsor, or any officer, director or direct or indirect equityholders of Cantor; (f) pursuant to a qualified domestic relations order; (g) upon the Company’s liquidation prior to consummation of the Company’s initial business combination; (h) by virtue of the laws of Delaware, pursuant to the limited liability company agreement of the Sponsor upon dissolution of the Sponsor, or pursuant to the organizational documents of Cantor upon dissolution of Cantor; (i) upon and in connection with the liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property subsequent to the Company’s consummation of its initial business combination; or (j) subsequent to the consummation of the Company’s initial business combination, in the event of a consolidation, merger, stock exchange or other similar transaction in which the Company is the surviving entity that results in a change in a majority of the Company’s board of directors or management team; provided, however, that in the case of clauses (a) through (f) and (h) these Permitted Transferees must enter into a written agreement agreeing to be bound by the restrictions on transfer in this Agreement.

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: (a) to the Sponsor, Xxxx X. Xxxxxxxx, Xxxxxx Xxxxxx and Xxxxxx Xxxxxx [____________] (the “Initial Stockholders”), the Company’s officers or directors, Cantor or Cantor’s officers, directors or direct or indirect equityholders; (b) to an affiliate or immediate family member of any of the Company’s officers, directors, Initial Stockholders and Cantor; (c) to any member, officer or director of the Sponsor or Cantor, or any immediate family member, partner, affiliate or employee of a member of the Sponsor or Cantor; (d) by gift to any Permitted Transferee under any of the immediately preceding subsections (a) through (c), to a trust, the beneficiaries of which consist entirely of one or more Permitted Transferees under any of the immediately preceding subsections (a) through (c), or to a charitable organization; (e) by virtue of laws of descent and distribution upon the death of any officer or director of the Company, Initial Stockholder, member of the Sponsor, or any officer, director or direct or indirect equityholders of Cantor; (f) pursuant to a qualified domestic relations order; (g) upon the Company’s liquidation prior to consummation of the Company’s initial business combination; (h) by virtue of the laws of Delaware, pursuant to the limited liability company agreement of the Sponsor upon dissolution of the Sponsor, or pursuant to the organizational documents of Cantor upon dissolution of Cantor; (i) upon and in connection with the liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property subsequent to the Company’s consummation of its initial business combination; or (j) subsequent to the consummation of the Company’s initial business combination, in the event of a consolidation, merger, stock exchange or other similar transaction in which the Company is the surviving entity that results in a change in a majority of the Company’s board of directors or management team; provided, however, that in the case of clauses (a) through (f) and (h) these Permitted Transferees must enter into a written agreement agreeing to be bound by the restrictions on transfer in this Agreement.

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: (a) to the Sponsor, Xxxx X. Xxxxxxxx, Xxxxxx Xxxxxx and Xxxxxx Xxxxxx Sponsor (the “Initial Stockholders”), ) and the Company’s officers or directors, Cantor or Cantor’s officers, directors or direct or indirect equityholders; (b) to an affiliate or immediate family member of any of the Company’s officers, directors, directors and Initial Stockholders and CantorStockholders; (c) to any member, officer or director of the Sponsor or CantorSponsor, or any immediate family member, partner, affiliate or employee of a member of the Sponsor or CantorSponsor; (d) by gift to any Permitted Transferee under any of the immediately preceding subsections (a) through (c), to a trust, the beneficiaries of which consist entirely of one or more Permitted Transferees under any of the immediately preceding subsections (a) through (c), or to a charitable organization; (e) by virtue of laws of descent and distribution upon the death of any officer or director of the Company, Initial Stockholder, or any member of the Sponsor, or any officer, director or direct or indirect equityholders of Cantor; (f) pursuant to a qualified domestic relations order; (g) upon in the event of the Company’s liquidation prior to consummation of the Company’s initial business combination; (h) by virtue of the laws of Delaware, pursuant to the limited liability company agreement of the Sponsor upon dissolution of the Sponsor, or pursuant to the organizational documents of Cantor upon dissolution of Cantor; (i) subsequent to the Company’s consummation of its initial business combination, upon and in connection with the liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property property; (j) subsequent to the Company’s consummation of its initial business combination; or (j) subsequent to the consummation of the Company’s initial business combination, in the event of a consolidation, merger, stock exchange or other similar transaction in which the Company is the surviving entity that results in a change in a the majority of the Company’s board of directors or management team; or (k) through private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of the Company’s initial business combination at prices no greater than the price at which the Placement Warrants or Working Capital Warrants were originally purchased; provided, however, that in the case of clauses (a) through (f), (h) and (hk) these Permitted Transferees must enter into a written agreement agreeing to be bound by the restrictions on transfer in this Agreement.

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: (a) to the Sponsor, Xxxx X. Xxxxxxxx, Xxxxxxxxx Xxxxx Xxxxx, Xxxxxx Xxxxxx and Xxxxxx Xxxxxx X. Xxxxxxxx (the “Initial Stockholders”), the Company’s officers or directors, Cantor or Cantor’s officers, directors or direct or indirect equityholders; (b) to an affiliate or immediate family member of any of the Company’s officers, directors, Initial Stockholders and Cantor; (c) to any member, officer or director of the Sponsor or Cantor, or any immediate family member, partner, affiliate or employee of a member of the Sponsor or Cantor; (d) by gift to any Permitted Transferee under any of the immediately preceding subsections (a) through (c), to a trust, the beneficiaries of which consist entirely of one or more Permitted Transferees under any of the immediately preceding subsections (a) through (c), or to a charitable organization; (e) by virtue of laws of descent and distribution upon the death of any officer or director of the Company, Initial Stockholder, member of the Sponsor, or any officer, director or direct or indirect equityholders of Cantor; (f) pursuant to a qualified domestic relations order; (g) upon the Company’s liquidation prior to consummation of the Company’s initial business combination; (h) by virtue of the laws of Delaware, pursuant to the limited liability company agreement of the Sponsor upon dissolution of the Sponsor, or pursuant to the organizational documents of Cantor upon dissolution of Cantor; (i) upon and in connection with the liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property subsequent to the Company’s consummation of its initial business combination; or (j) subsequent to the consummation of the Company’s initial business combination, in the event of a consolidation, merger, stock exchange or other similar transaction in which the Company is the surviving entity that results in a change in a majority of the Company’s board of directors or management team; provided, however, that in the case of clauses (a) through (f) and (h) these Permitted Transferees must enter into a written agreement agreeing to be bound by the restrictions on transfer in this Agreement.

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: (a) to the Sponsor, Xxxx X. Xxxxxxxx, Xxxxxx Xxxxxx and Xxxxxx Xxxxxx [ ] (the “Initial Stockholders”), or the Company’s officers or directors, Cantor or Cantor’s officers, directors or direct or indirect equityholders; (b) to an affiliate or immediate family member of any of the Company’s officers, directors, and Initial Stockholders and CantorStockholders; (c) to any member, officer or director of the Sponsor or CantorSponsor, or any immediate family member, partner, affiliate or employee of a member of the Sponsor or CantorSponsor; (d) by gift to any Permitted Transferee under any of the immediately preceding subsections (a) through (c), to a trust, the beneficiaries of which consist entirely of one or more Permitted Transferees under any of the immediately preceding subsections (a) through (c), or to a charitable organization; (e) by virtue of laws of descent and distribution upon the death of any officer or director of the Company, Initial Stockholder, or member of the Sponsor, or any officer, director or direct or indirect equityholders of Cantor; (f) pursuant to a qualified domestic relations order; (g) upon the Company’s liquidation prior to consummation of the Company’s initial business combination; (h) by virtue of the laws of Delaware, pursuant to the limited liability company agreement of the Sponsor upon dissolution of the Sponsor, or pursuant to the organizational documents of Cantor upon dissolution of Cantor; (i) upon and in connection with the liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property subsequent to the Company’s consummation of its initial business combination; or (j) subsequent to the consummation of the Company’s initial business combination, in the event of a consolidation, merger, stock exchange or other similar transaction in which the Company is the surviving entity that results in a change in a majority of the Company’s board of directors or management team; provided, however, that in the case of clauses (a) through (f) and (h) these Permitted Transferees must enter into a written agreement agreeing to be bound by the restrictions on transfer in this Agreement.

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: (a) to the Sponsor, Xxxx X. Xxxxxxxx, Xxxxxx Xxxxxx and Xxxxxx Xxxxxx Sponsor (the “Initial StockholdersStockholder”), or the Company’s officers or directors, Cantor or Cantor’s officers, directors or direct or indirect equityholders; (b) to an affiliate or immediate family member of any of the Company’s officers, directors, and Initial Stockholders and CantorStockholder; (c) to any member, officer or director of the Sponsor or CantorSponsor, or any immediate family member, partner, affiliate or employee of a member of the Sponsor or CantorSponsor; (d) by gift to any Permitted Transferee under any of the immediately preceding subsections (a) through (c), to a trust, the beneficiaries of which consist entirely of one or more Permitted Transferees under any of the immediately preceding subsections (a) through (c), or to a charitable organization; (e) by virtue of laws of descent and distribution upon the death of any officer or director of the Company, Initial Stockholder, or member of the Sponsor, or any officer, director or direct or indirect equityholders of Cantor; (f) pursuant to a qualified domestic relations order; (g) upon the Company’s liquidation prior to consummation of the Company’s initial business combination; (h) by virtue of the laws of Delaware, pursuant to the limited liability company agreement of the Sponsor upon dissolution of the Sponsor, or pursuant to the organizational documents of Cantor upon dissolution of Cantor; (i) upon and in connection with the liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property subsequent to the Company’s consummation of its initial business combination; or (j) subsequent to the consummation of the Company’s initial business combination, in the event of a consolidation, merger, stock exchange or other similar transaction in which the Company is the surviving entity that results in a change in a majority of the Company’s board of directors or management team; provided, however, that in the case of clauses (a) through (f) and (h) these Permitted Transferees must enter into a written agreement agreeing to be bound by the restrictions on transfer in this Agreement.

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: (a) to the Sponsor, Xxxx X. Xxxxxxxx, Xxxxxx Xxxxxx and Xxxxxx Xxxxxx Sponsor (the “Initial Stockholders”), the Company’s officers or directors, Cantor or Cantor’s officers, directors or direct or indirect equityholders; (b) to an affiliate or immediate family member of any of the Company’s officers, directors, Initial Stockholders and Cantor; (c) to any member, officer or director of the Sponsor or Cantor, or any immediate family member, partner, affiliate or employee of a member of the Sponsor or Cantor; (d) by gift to any Permitted Transferee under any of the immediately preceding subsections (a) through (c), to a trust, the beneficiaries of which consist entirely of one or more Permitted Transferees under any of the immediately preceding subsections (a) through (c), or to a charitable organization; (e) by virtue of laws of descent and distribution upon the death of any officer or director of the Company, Initial Stockholder, any member of the Sponsor, or any officer, director or direct or indirect equityholders of Cantor; (f) pursuant to a qualified domestic relations order; (g) upon in the event of the Company’s liquidation prior to consummation of the Company’s initial business combination; (h) by virtue of the laws of Delaware, pursuant to the limited liability company agreement of the Sponsor upon dissolution of the Sponsor, or pursuant to the organizational documents of Cantor upon dissolution of Cantor; (i) subsequent to the Company’s consummation of its initial business combination, upon and in connection with the liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property property; (j) subsequent to the Company’s consummation of its initial business combination; or (j) subsequent to the consummation of the Company’s initial business combination, in the event of a consolidation, merger, stock exchange or other similar transaction in which the Company is the surviving entity that results in a change in a the majority of the Company’s board of directors or management team; (k) through private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of the Company’s initial business combination at prices no greater than the price at which the Placement Warrants or Working Capital Warrants were originally purchased; or (l) in the case of Millennium, to each such investor’s affiliates, or any investment fund or other entity controlled or managed by such investor, or to any investment manager or investment advisor of such investor or an affiliate of any such investment manager or investment advisor or to any investment fund or other entity controlled or managed by such persons; provided, however, that in the case of clauses (a) through (f), (h), (k) and (hl) these Permitted Transferees must enter into a written agreement agreeing to be bound by the restrictions on transfer in this Agreement.

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: (a) to the Sponsor, Xxxx X. Xxxxxxxx, Xxxxxx Xxxxxx and Xxxxxx Xxxxxx Sponsor (the “Initial Stockholders”), the Company’s officers or directors, Cantor or Cantor’s officers, directors or direct or indirect equityholders; (b) to an affiliate or immediate family member of any of the Company’s officers, directors, Initial Stockholders and Cantor; (c) to any member, officer or director of the Sponsor or CantorSponsor, or any immediate family member, partner, affiliate or employee of a member of the Sponsor or CantorSponsor; (d) by gift to any Permitted Transferee under any of the immediately preceding subsections (a) through (c), to a trust, the beneficiaries of which consist entirely of one or more Permitted Transferees under any of the immediately preceding subsections (a) through (c), or to a charitable organization; (e) by virtue of laws of descent and distribution upon the death of any officer or director of the Company, Initial Stockholder, member of the Sponsor, or any officer, director or direct or indirect equityholders of Cantor; (f) pursuant to a qualified domestic relations order; (g) upon in the event of the Company’s liquidation prior to consummation of the Company’s initial business combination; (h) by virtue of the laws of Delaware, pursuant to the limited liability company agreement of the Sponsor upon dissolution of the Sponsor, or pursuant to the organizational documents of Cantor upon dissolution of Cantor; (i) subsequent to the Company’s consummation of its initial business combination, upon and in connection with the liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property property; (j) subsequent to the Company’s consummation of its initial business combination; or (j) subsequent to the consummation of the Company’s initial business combination, in the event of a consolidation, merger, stock exchange or other similar transaction in which the Company is the surviving entity that results in a change in a the majority of the Company’s board of directors or management team; or (k) through private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of the Company’s initial business combination at prices no greater than the price at which the Placement Warrants or Working Capital Warrants were originally purchased; provided, however, that in the case of clauses (a) through (f), (h) and (hk) these Permitted Transferees must enter into a written agreement agreeing to be bound by the restrictions on transfer in this Agreement.