Common use of Placement Warrants; Loan Warrants Clause in Contracts

Placement Warrants; Loan Warrants. 2.6.1 The Placement Warrants and the Loan Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of their Permitted Transferees (as defined below) the Placement Warrants and the Loan Warrants: (i) may be exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1(c) hereof, (ii) including the Class A ordinary shares issuable upon exercise of the Placement Warrants and the Loan Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of clause (ii), the Placement Warrants and the Loan Warrants and any Class A ordinary shares held by the Sponsor or any of their Permitted Transferees that are issued upon exercise of the Placement Warrants and the Loan Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners of the Sponsors or their affiliates, any affiliates of the Sponsors or any employees of such affiliates; (b) in the case of an individual, by gift to a member of the individual’s immediate family, or to a trust, the beneficiary of which is a member of one of the individual’s immediate family, or an affiliate of such person, or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with the completion of the Company’s Business Combination at prices no greater than the price at which the securities, were originally purchased; (f) by virtue of the laws of the Cayman Islands or the Sponsor’s organizational documents upon liquidation or dissolution of our Sponsor; (g) to the Company for no value for cancellation in connection with the completion of its initial Business Combination; (h) in the event of the Company’s liquidation prior to the Company’s completion of its initial Business Combination; or (i) in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that in each case (except for clauses (g), (h) or (i) or with the prior written consent of the Company) prior to such registration for transfer, the Warrant Agent shall be presented with written documentation pursuant to which each permitted transferee (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by these transfer restrictions.

Placement Warrants; Loan Warrants. 2.6.1 The Placement Warrants and the Loan Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor Sponsor, I-Bankers or any of their Permitted Transferees (as defined below) ), the Placement Warrants and the Loan Warrants: (i) may be exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1(c) hereof, (ii) including the Class A ordinary shares issuable upon exercise of the Placement Warrants and the Loan Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, Combination and (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of clause (ii), the Placement Warrants and the Loan Warrants and any Class A ordinary shares held by the Sponsor or any of their Permitted Transferees that are issued upon exercise of the Placement Warrants and the Loan Warrants may be transferred by the holders thereof: (a) to the Company’s officers or I-Bankers’ officers, directors, the initial holders, any affiliates or immediate family members of any of the Company’s or I-Bankers’ officers or directors, initial holders, any members member, officer, or partners director of the Sponsors Sponsor, I-Bankers or their affiliatesany immediate family member, any affiliates partner, affiliate or employee of a member of the Sponsors Sponsor or any employees of such affiliatesI-Bankers; (b) in the case of an individual, by gift to a member of the individual’s immediate familyany permitted transferee under subsection (a), or to a trust, the beneficiary beneficiaries of which is a member of are one of the individual’s immediate familyor more permitted transferees under subsection (a), or an affiliate of such person, or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or the completion of the Company’s Business Combination at prices no greater than the price at which the securities, securities were originally purchased; (f) by virtue of the laws of the Cayman Islands or the Sponsor’s or I-Bankers’ organizational documents upon liquidation or dissolution of our Sponsorthe Sponsor or I-Bankers; (g) subsequent to the Company for no value for cancellation in connection with the completion of its Company’s initial Business Combination, in the event of a consolidation merger, share exchange or similar transaction in which the Company is the surviving entity that results in a change in the majority of the Company’s board of directors (the “Board”) or management team; (h) in the event of the Company’s liquidation prior to the Company’s completion of its initial Business Combination; or (i) in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that in each case (except for clauses (g), (h) or (i) or with the prior written consent of the Company) prior to such registration for transfer, the Warrant Agent shall be presented with written documentation pursuant to which each permitted transferee (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by these transfer restrictions. Notwithstanding the foregoing, with respect to any Placement Warrants held by I-Bankers and/or its designees, in addition to the foregoing restriction on transfer of the Placement Warrants, the Placement Warrants purchased by I-Bankers and/or its designees shall not be sold during the Offering, or sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the date of effectiveness of the Registration Statement or commencement of sales of the Offering, except to any member participating in the Offering and the officers or partners thereof. Additionally, the Placement Warrants purchased by I-Bankers and/or its designees shall not 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 a period of 180 days immediately following the date of effectiveness of the Registration Statement or commencement of sales of the Offering.

Placement Warrants; Loan Warrants. 2.6.1 The Placement Warrants and the Loan Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of their Permitted Transferees Transferee (as defined below) the Placement Warrants and the Loan Warrants: (i) may be exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1(c) hereof, (ii) including the Class A ordinary shares of Common Stock issuable upon exercise of the Placement Warrants and the Loan Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of clause (ii)that, the Placement Warrants and the Loan Warrants and any Class A ordinary shares held by the Sponsor or any of their Permitted Transferees that are Common stock issued upon exercise of the Placement Warrants and the Loan Warrants may be transferred by the holders thereof: (a) to the Sponsor, the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners of the Sponsors Sponsor or their affiliates, any affiliates of the Sponsors Sponsor or any employees of such affiliates; (b) in the case of an individual, by gift to a member of the individual’s immediate family, or to a trust, the beneficiary of which is a member of one of the individual’s immediate family, or an affiliate of such person, or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with the completion of the Company’s Business Combination at prices no greater than the price at which the securities, were originally purchased; (f) by virtue of the laws of the Cayman Islands or Delaware, pursuant to the Sponsor’s organizational documents upon liquidation or dissolution of our Sponsor; (g) to the Company for no value for cancellation in connection with the completion of its initial Business Combination; (h) in the event of the Company’s liquidation prior to the Company’s completion of its initial Business Combination; or (i) in the event of the Company’s completion of a liquidation, merger, share stock exchange or other similar transaction which results in all of the Company’s shareholders stockholders having the right to exchange their Class A ordinary shares Common Stock for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that in each case (except for clauses (g), (h) or (i) or with the prior written consent of the Company) prior to such registration for transfer, the Warrant Agent shall be presented with written documentation pursuant to which each permitted transferee (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by these transfer restrictions.

Placement Warrants; Loan Warrants. 2.6.1 The Placement Warrants and the Loan Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of their its Permitted Transferees (as defined below) the Placement Warrants and the Loan Warrants: (i) may be exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1(c) hereof, (ii) including the Class A ordinary shares Ordinary Shares issuable upon exercise of the Placement Warrants and the Loan Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of clause (ii), the Placement Warrants and the Loan Warrants and any Class A ordinary shares held by the Sponsor or any of their Permitted Transferees that are Ordinary Shares issued upon exercise of the Placement Warrants and the Loan Warrants may be transferred by the holders thereof: (a) to the Sponsor, the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners of the Sponsors Sponsor or their affiliates, any affiliates of the Sponsors Sponsor or any employees of such affiliates; (b) in the case of an individual, by gift to a member of the individual’s immediate family, or to a trust, the beneficiary of which is a member of one of the individual’s immediate family, or an affiliate of such person, or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with the completion of the Company’s Business Combination at prices no greater than the price at which the securities, were originally purchased; (f) by virtue of the laws of the Cayman Islands or Delaware, pursuant to the Sponsor’s organizational documents upon liquidation or dissolution of our Sponsor; (g) to the Company for no value for cancellation in connection with the completion of its initial Business Combination; (h) in the event of the Company’s liquidation prior to the Company’s completion of its initial Business Combination; or (i) in the event of the Company’s completion of a liquidation, merger, share stock exchange or other similar transaction which results in all of the Company’s shareholders stockholders having the right to exchange their Class A ordinary shares Ordinary Shares for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that in each case (except for clauses (g), (h) or (i) or with the prior written consent of the Company) prior to such registration for transfer, the Warrant Agent shall be presented with written documentation pursuant to which each permitted transferee (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by these transfer restrictions. 2.6.2 Each of the Loan Warrants shall be identical to the Placement Warrants.

Placement Warrants; Loan Warrants. 2.6.1 2.3.1 The Placement Warrants and the Loan Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of their Permitted Transferees (as defined below) the Placement Warrants and the Loan Warrants: (i) may be exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1(c) hereof, (ii) including the Class A ordinary shares issuable upon exercise of the Placement Warrants and the Loan Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of clause (ii), the Placement Warrants and the Loan Warrants and any Class A ordinary shares held by the Sponsor or any of their Permitted Transferees that are issued upon exercise of the Placement Warrants and the Loan Warrants may be transferred by the holders thereof: (a) to the Company’s , Representative’s or CCM’s officers or directors, any affiliates or family members of any of the Company’s such officers or directors, any members or partners of the Sponsors Sponsor, the Representative or their CCM or its affiliates, any affiliates of the Sponsors Sponsor, the Representative or CCM or any employees of such affiliates; (b) in the case of an individual, by gift to a member of the individual’s immediate family, or to a trust, the beneficiary of which is a member of one of the individual’s immediate family, or an affiliate of such person, or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with the completion of the Company’s Business Combination at prices no greater than the price at which the securities, were originally purchased; (f) by virtue of the laws of the Cayman Islands Delaware or the Sponsor’s organizational documents upon liquidation or dissolution of our SponsorSponsor , the organizational documents of the Representative upon dissolution of the Representative or the organizational documents of CCM upon the dissolution of CCM; (g) to the Company for no value for cancellation in connection with the completion of its initial Business Combination; (h) in the event of the Company’s liquidation prior to the Company’s completion of its initial Business Combination; or (i) in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property subsequent to the completion of the Company’s initial Business Combinationproperty; provided, however, that that, in each the case of (except for clauses a) through (g), (h) or (i) or with the prior written consent of the Company) prior to such registration for transfer, the Warrant Agent shall be presented with written documentation pursuant to which each permitted transferee these transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by these the transfer restrictionsrestrictions in this Agreement and the other restrictions contained in (1) the letter agreement, dated as of the date hereof, by and among the Company, the Sponsor and the Company’s officers and directors and (2) the Private Placement Unit Purchase Agreement between the Company and the Sponsor. Notwithstanding the foregoing, with respect to any Placement Warrants held by the Underwriters and/or their designees, in addition to the foregoing restriction on transfer of the Placement Warrants, the Placement Warrants purchased by the Underwriters and/or their designees shall not be sold during the Offering, or sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the date of effectiveness of the Registration Statement or commencement of sales of the Offering, except to any member participating in the Offering and the officers or partners thereof. Additionally, the Placement Warrants purchased by the Underwriters and/or its designees shall not 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 a period of 180 days immediately following the date of effectiveness of the Registration Statement or commencement of sales of the Offering, except as permitted in accordance with FINRA Rule 5110(e)(2)(B). Additionally, the Placement Warrants purchased by the Underwriters may not be exercised more than five (5) years after the effective Registration Statement.

Placement Warrants; Loan Warrants. 2.6.1 The Placement Warrants and the Loan Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor Sponsor, Cantor or any of their Permitted Transferees (as defined below) the Placement Warrants and the Loan Warrants: (i) may be exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1(c) hereof, (ii) including the Class A ordinary shares issuable upon exercise of the Placement Warrants and the Loan Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of clause (ii), the Placement Warrants and the Loan Warrants and any Class A ordinary shares held by the Sponsor Sponsor, Cantor or any of their Permitted Transferees that are issued upon exercise of the Placement Warrants and the Loan Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, Cantor or Cantor’s officers, directors or direct or indirect equityholders, any affiliates or family members of any of the Company’s officers or directorsofficers, directors and Cantor, any members or partners of the Sponsors Sponsor, Cantor or their affiliates, any affiliates of the Sponsors Sponsor, Cantor or any employees of such affiliates; (b) in the case of an individual, by gift to a member of the individual’s immediate family, or to a trust, the beneficiary of which is a member of one of the individual’s immediate family, or an affiliate of such person, or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with the completion of the Company’s Business Combination at prices no greater than the price at which the securities, were originally purchased; (f) by virtue of the laws of the Cayman Islands or Islands, pursuant to the Sponsor’s organizational documents upon liquidation or dissolution of our Sponsor, or pursuant to the organizational documents of Cantor upon liquidation or dissolution of Cantor; (g) to the Company for no value for cancellation in connection with the completion of its initial Business Combination; (h) in the event of the Company’s liquidation prior to the Company’s completion of its initial Business Combination; or (i) in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that in each case (except for clauses (g), (h) or (i) or with the prior written consent of the Company) prior to such registration for transfer, the Warrant Agent shall be presented with written documentation pursuant to which each permitted transferee (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by these transfer restrictions.

Placement Warrants; Loan Warrants. 2.6.1 The Placement Warrants and the Loan Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor Sponsor, Millennium or any of their Permitted Transferees (as defined below) the Placement Warrants and the Loan Warrants: (i) may be exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1(c) hereof, (ii) including the Class A ordinary shares issuable upon exercise of the Placement Warrants and the Loan Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of clause (ii), the Placement Warrants and the Loan Warrants and any Class A ordinary shares held by the Sponsor Sponsor, Millennium or any of their Permitted Transferees that are issued upon exercise of the Placement Warrants and the Loan Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners of the Sponsors or their affiliates, any affiliates of the Sponsors or any employees of such affiliates; (b) in the case of an individual, by gift to a member of the individual’s immediate family, or to a trust, the beneficiary of which is a member of one of the individual’s immediate family, or an affiliate of such person, or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with the completion of the Company’s Business Combination at prices no greater than the price at which the securities, were originally purchased; (f) by virtue of the laws of the Cayman Islands or the Sponsor’s organizational documents upon liquidation or dissolution of our Sponsor; (g) to the Company for no value for cancellation in connection with the completion of its initial Business Combination; (h) in the event of the Company’s liquidation prior to the Company’s completion of its initial Business Combination; or; (i) in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; (j) 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 each case (except for clauses (g), (h) or (i) or with the prior written consent of the Company) prior to such registration for transfer, the Warrant Agent shall be presented with written documentation pursuant to which each permitted transferee (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by these transfer restrictions.

Placement Warrants; Loan Warrants. 2.6.1 The Placement Warrants and the Loan Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor Sponsor, Cantor or any of their Permitted Transferees (as defined below) the Placement Warrants and the Loan Warrants: (i) may be exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1(c) hereof, (ii) including the Class A ordinary shares Common Stock issuable upon exercise of the Placement Warrants and the Loan Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of clause (ii), the Placement Warrants and the Loan Warrants and any Class A ordinary shares Common Stock held by the Sponsor Sponsor, Cantor or any of their Permitted Transferees that are issued upon exercise of the Placement Warrants and the Loan Warrants may be transferred by the holders thereof: (a) to the Sponsor, the Company’s officers or directors, Cantor or Cantor’s officers, directors or direct or indirect equityholders, any affiliates or family members of any of the Company’s officers or directorsofficers, directors and Cantor, any members or partners of the Sponsors Sponsor, Cantor or their affiliates, any affiliates of the Sponsors Sponsor, Cantor or any employees of such affiliates; (b) in the case of an individual, by gift to a member of the individual’s immediate family, or to a trust, the beneficiary of which is a member of one of the individual’s immediate family, or an affiliate of such person, or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with the completion of the Company’s Business Combination at prices no greater than the price at which the securities, were originally purchased; (f) by virtue of the laws of the Cayman Islands or Delaware, pursuant to the Sponsor’s organizational documents upon liquidation or dissolution of our Sponsor, or pursuant to the organizational documents of Cantor upon liquidation or dissolution of Cantor; (g) to the Company for no value for cancellation in connection with the completion of its initial Business Combination; (h) in the event of the Company’s liquidation prior to the Company’s completion of its initial Business Combination; or (i) in the event of the Company’s completion of a liquidation, merger, share stock exchange or other similar transaction which results in all of the Company’s shareholders stockholders having the right to exchange their Class A ordinary shares Common Stock for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; or provided, however, that in each case (except for clauses (g), (h) or (i) or with the prior written consent of the Company) prior to such registration for transfer, the Warrant Agent shall be presented with written documentation pursuant to which each permitted transferee (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by these transfer restrictions.

Placement Warrants; Loan Warrants. 2.6.1 2.3.1 The Placement Warrants and the Loan Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of their Permitted Transferees (as defined below) the Placement Warrants and the Loan Warrants: (i) may be exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1(c) hereof, (ii) including the Class A ordinary shares issuable upon exercise of the Placement Warrants and the Loan Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of clause (ii), the Placement Warrants and the Loan Warrants and any Class A ordinary shares held by the Sponsor or any of their Permitted Transferees that are issued upon exercise of the Placement Warrants and the Loan Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners of the Sponsors or their affiliates, any affiliates of the Sponsors or any employees of such affiliates; (b) in the case of an individual, by gift to a member of the individual’s immediate family, or to a trust, the beneficiary of which is a member of one of the individual’s immediate family, or an affiliate of such person, or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with the completion of the Company’s Business Combination at prices no greater than the price at which the securities, were originally purchased; (f) by virtue of the laws of the Cayman Islands or the Sponsor’s organizational documents upon liquidation or dissolution of our Sponsor; (g) to the Company for no value for cancellation in connection with the completion of its initial Business Combination; (h) in the event of the Company’s liquidation prior to the Company’s completion of its initial Business Combination; or (i) in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property subsequent to the completion of the Company’s initial Business Combinationproperty; provided, however, that that, in each the case of (except for clauses a) through (g), (h) or (i) or with the prior written consent of the Company) prior to such registration for transfer, the Warrant Agent shall be presented with written documentation pursuant to which each permitted transferee these transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by these the transfer restrictionsrestrictions in this Agreement and the other restrictions contained in (1) the letter agreement, dated as of the date hereof, by and among the Company, the Sponsor and the Company’s officers and directors and (2) the Private Placement Unit Purchase Agreement between the Company and the Sponsor.

Placement Warrants; Loan Warrants. 2.6.1 The Placement Warrants and the Loan Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of their Permitted Transferees (as defined below) the Placement Warrants and the Loan Warrants: (i) may be exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1(c) hereof, (ii) including the Class A ordinary shares issuable upon exercise of the Placement Warrants and the Loan Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of clause (ii)provided that, the Placement Warrants and the Loan Warrants and any Class A ordinary shares held by the Sponsor or any of their Permitted Transferees (as defined below) that are issued upon exercise of the Placement Warrants and the Loan Warrants may be transferred transferred, assigned or sold by the holders thereof: (a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members member, officer or partners director of the Sponsors Sponsor, or their affiliatesany immediate family member, any affiliates partner, affiliate or employee of a member of the Sponsors or any employees of such affiliatesSponsor; (b) in the case of an individual, by gift to a member of the individual’s immediate family, or to a trust, the beneficiary of which is a member of one of the individual’s immediate family, or an affiliate of such person, or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with the completion of the Company’s Business Combination at prices no greater than the price at which the securities, were originally purchased; (f) by virtue of the laws of the Cayman Islands or the Sponsor’s organizational documents upon liquidation or dissolution of our Sponsor; (g) to the Company for no value for cancellation in connection with the completion of its initial Business Combination; (h) in the event of the Company’s liquidation prior to the Company’s completion of its initial Business Combination; or (i) in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that in each case (except for clauses (g), (h) or (i) or with the prior written consent of the Companyh)) prior to such registration for transfer, the Warrant Agent shall be presented with written documentation pursuant to which each permitted transferee (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by these transfer restrictions.

Placement Warrants; Loan Warrants. 2.6.1 The Placement Warrants and the Loan Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of their its Permitted Transferees (as defined below) the Placement Warrants and the Loan Warrants: (i) may be exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1(c) hereof, (ii) including the Class A ordinary shares Common Stock issuable upon exercise of the Placement Warrants and the Loan Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of clause (ii), the Placement Warrants and the Loan Warrants and any Class A ordinary shares Common Stock held by the Sponsor or any of their its Permitted Transferees that are issued upon exercise of the Placement Warrants and the Loan Warrants may be transferred by the holders thereof: (a) to the Sponsor, the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners of the Sponsors Sponsor or their affiliates, any affiliates of the Sponsors Sponsor or any employees of such affiliates; (b) in the case of an individual, by gift to a member of the individual’s immediate family, or to a trust, the beneficiary of which is a member of one of the individual’s immediate family, or an affiliate of such person, or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with the completion of the Company’s Business Combination at prices no greater than the price at which the securities, were originally purchased; (f) by virtue of the laws of the Cayman Islands or Delaware, pursuant to the Sponsor’s organizational documents upon liquidation or dissolution of our Sponsor; (g) to the Company for no value for cancellation in connection with the completion of its initial Business Combination; (h) in the event of the Company’s liquidation prior to the Company’s completion of its initial Business Combination; or (i) in the event of the Company’s completion of a liquidation, merger, share stock exchange or other similar transaction which results in all of the Company’s shareholders stockholders having the right to exchange their Class A ordinary shares Common Stock for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that in each case (except for clauses (g), (h) or (i) or with the prior written consent of the Company) prior to such registration for transfer, the Warrant Agent shall be presented with written documentation pursuant to which each permitted transferee (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by these transfer restrictions.

Placement Warrants; Loan Warrants. 2.6.1 The Placement Warrants and the Loan Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of their its Permitted Transferees (as defined below) the Placement Warrants and the Loan Warrants: (i) may be exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1(c) hereof, (ii) including the Class A ordinary shares of Common Stock issuable upon exercise of the Placement Warrants and the Loan Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of clause (ii), the Placement Warrants and the Loan Warrants and any Class A ordinary shares held by the Sponsor or any of their Permitted Transferees that are Common Stock issued upon exercise of the Placement Warrants and the Loan Warrants may be transferred by the holders thereof: (a) to the Sponsor, the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners of the Sponsors Sponsor or their affiliates, any affiliates of the Sponsors Sponsor or any employees of such affiliates; (b) in the case of an individual, by gift to a member of the individual’s immediate family, or to a trust, the beneficiary of which is a member of one of the individual’s immediate family, or an affiliate of such person, or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with the completion of the Company’s Business Combination at prices no greater than the price at which the securities, were originally purchased; (f) by virtue of the laws of the Cayman Islands or Delaware, pursuant to the Sponsor’s organizational documents upon liquidation or dissolution of our Sponsor; (g) to the Company for no value for cancellation in connection with the completion of its initial Business Combination; (h) in the event of the Company’s liquidation prior to the Company’s completion of its initial Business Combination; or (i) in the event of the Company’s completion of a liquidation, merger, share stock exchange or other similar transaction which results in all of the Company’s shareholders stockholders having the right to exchange their Class A ordinary shares Common Stock for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that in each case (except for clauses (g), (h) or (i) or with the prior written consent of the Company) prior to such registration for transfer, the Warrant Agent shall be presented with written documentation pursuant to which each permitted transferee (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by these transfer restrictions. 2.6.2 Each of the Loan Warrants shall be identical to the Placement Warrants.

Placement Warrants; Loan Warrants. 2.6.1 The Placement Warrants and the Loan Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor Sponsor, Millennium or any of their Permitted Transferees (as defined below) the Placement Warrants and the Loan Warrants: (i) may be exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1(c) hereof, (ii) including the Class A ordinary shares Common Stock issuable upon exercise of the Placement Warrants and the Loan Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of clause (ii), the Placement Warrants and the Loan Warrants and any Class A ordinary shares Common Stock held by the Sponsor Sponsor, Millennium or any of their Permitted Transferees that are issued upon exercise of the Placement Warrants and the Loan Warrants may be transferred by the holders thereof: (a) to the Sponsor, the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners of the Sponsors Sponsor or their affiliates, any affiliates of the Sponsors Sponsor or any employees of such affiliates; (b) in the case of an individual, by gift to a member of the individual’s immediate family, or to a trust, the beneficiary of which is a member of one of the individual’s immediate family, or an affiliate of such person, or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with the completion of the Company’s Business Combination at prices no greater than the price at which the securities, were originally purchased; (f) by virtue of the laws of the Cayman Islands or Delaware, pursuant to the Sponsor’s organizational documents upon liquidation or dissolution of our Sponsor; (g) to the Company for no value for cancellation in connection with the completion of its initial Business Combination; (h) in the event of the Company’s liquidation prior to the Company’s completion of its initial Business Combination; or; (i) in the event of the Company’s completion of a liquidation, merger, share stock exchange or other similar transaction which results in all of the Company’s shareholders stockholders having the right to exchange their Class A ordinary shares Common Stock for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; or (j) 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 each case (except for clauses (g), (h) or (i) or with the prior written consent of the Company) prior to such registration for transfer, the Warrant Agent shall be presented with written documentation pursuant to which each permitted transferee (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by these transfer restrictions.