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

Private Placement Warrants and Working Capital Warrants. The Private 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 or any Permitted Transferees (as defined below), as applicable, the Private 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 Private Placement Warrants and the Working Capital Warrants and any shares of Common Stock held by the Sponsor or any Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors, any affiliate of the Sponsor or to any member(s) of the Sponsor or any of their affiliates, officers, directors and direct and indirect equityholders; (b) in the case of an individual, by gift to a member such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of such person; (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 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 Business Combination; or (g) by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; provided, however, that, in each case these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Private Placement Warrants and Working Capital Warrants. The Private Placement Warrants and the Working Capital Warrants shall be identical to the Public Warrants, except that so long as they are held by either the Sponsor or any Permitted Transferees (as defined below), as applicable, the Private 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 the date that is 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 Private Placement Warrants and the Working Capital Warrants and any shares of Common Stock held by either the Sponsor or any officers or directors of the Company, or any Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors, any affiliate of the Sponsor or to any member(s) members of the Sponsor or any of their affiliates, officers, directors and direct and indirect equityholders; (b) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of such person; (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 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 Business Combination; or (g) by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement of the Sponsor upon dissolution of the Sponsor; (g) in the event of the Company’s liquidation prior to the consummation of a Business Combination; or (h) in the event that, subsequent to the consummation of a Business Combination, the Company completes a liquidation, merger, share 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; provided, however, that, in each the case of clauses (a) through (f), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this AgreementAgreement and the other restrictions contained in the letter agreement, dated as of the date hereof, by and among the Company, the Sponsor and the Company’s officers and directors.

Private Placement Warrants and Working Capital Warrants. The Private 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 original purchasers thereof or any Permitted Transferees (as defined below), as applicable, the Private Placement Warrants and the Working Capital Warrants) they: (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) including the shares of Common Stock issuable upon exercise of the Private Placement Warrants and the Working Capital Warrants, subject to certain exceptions, 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 CompanyCompany pursuant to Section 6.1 hereof; provided, however, that in the case of (ii) ), the Private Placement Warrants and the Working Capital Warrants and any shares of Common Stock held by the Sponsor original purchasers thereof or any Permitted Transferees, as applicable, Transferees and issued upon exercise of the Private Placement Warrants and or the Working Capital Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliate affiliates or family member members of any of the Company’s officers or directors, any affiliate of the Sponsor or to any member(s) of the Sponsor or Sponsor, any affiliates of their affiliates, officers, directors such members and direct funds and indirect equityholdersaccounts advised by such members; (b) in the case of an individual, by gift to a member such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of such person; (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 consummation of an initial Business Combination at prices no greater than the price at which the Warrants securities were originally purchased; (f) in the event of the Company’s liquidation prior to consummation of the Company’s initial Business Combination; or; (g) by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement upon liquidation or dissolution of the Sponsor; (h) in the event of the Company’s liquidation, merger, capital stock exchange, reorganization 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 completion of its initial Business Combination; or (i) to the Company for no value for cancellation in connection with the consummation of the Company’s initial Business Combination; provided, however, that, in each the case these permitted of clauses (a) through (e) or (g), any such transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Private Placement Warrants and Working Capital Warrants. The Private 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 or any Permitted Transferees (as defined below), as applicable, the Private 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 the date that is 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 Private Placement Warrants and the Working Capital Warrants and any shares of Common Stock held by the Sponsor Sponsor, any officers or directors of the Company or any Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors, any affiliate of the Sponsor or to any member(s) members of the Sponsor or any of their affiliates, officers, directors and direct and indirect equityholders; (b) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of such person; (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 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 Business Combination; or (g) by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement of the Sponsor upon dissolution of the Sponsor; (g) in the event of the Company’s liquidation prior to the consummation of a Business Combination; or (h) in the event that, subsequent to the consummation of a Business Combination, the Company completes a liquidation, merger, share 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; provided, however, that, in each the case of clauses (a) through (f), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this AgreementAgreement and the other restrictions contained in the letter agreement, dated as of the date hereof, by and among the Company, the Sponsor and the Company’s officers and directors.

Private Placement Warrants and Working Capital Warrants. The Private 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 or any of its Permitted Transferees (as defined below), as applicable, the Private 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) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants and Working Capital 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)Combination, and (iii) shall not be redeemable by the CompanyCompany 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 Private Placement Warrants and the Working Capital Warrants and any shares of Common Stock Ordinary Shares held by the Sponsor or any of its Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors, any affiliate of the Sponsor or to any member(s) of the Sponsor or any of their affiliates, officers, directors and direct and indirect equityholders; (b) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of such person; (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 in connection with the consummation of an initial Business Combination at prices no greater than the price at which the Ordinary Shares or Warrants were originally purchased; (f) by virtue of the laws of the Cayman Islands or the limited liability company agreement of the Sponsor upon dissolution of the Sponsor; (g) in the event of the Company’s liquidation prior to the consummation of the Company’s a Business Combination; orand (gh) by virtue in the event that, subsequent to the consummation of an initial Business Combination, the laws Company completes a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the State of Delaware right to exchange their Ordinary Shares for cash, securities or the Sponsor’s limited liability company agreement upon dissolution of the Sponsorother property; provided, however, that, in each the case of clauses (a) through (f), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this AgreementAgreement and the other restrictions contained in the letter agreement, dated as of the date hereof, by and among the Company, the Sponsor and the Company’s officers and directors.

Private Placement Warrants and Working Capital Warrants. The Private 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 or any Permitted Transferees (as defined below), as applicable, the Private 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 Private Placement Warrants and the Working Capital Warrants and any shares of Common Stock held by the Sponsor or any Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors, any affiliate of the Sponsor or to any member(s) of the Sponsor or any of their affiliates, officers, directors and direct and indirect equityholders; (b) in the case of an individual, by gift to a member such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of such person; (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 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 Business Combination; or (g) by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; provided, however, that, in each the case of clauses (a) through (e) or (g), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Private Placement Warrants and Working Capital Warrants. The Private 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 either Purchaser or any Permitted Transferees (as defined below), as applicable, the Private 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 the date that is 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 Private Placement Warrants and the Working Capital Warrants and any shares of Common Stock held by either Purchaser or any officers or directors of the Sponsor Company, or any Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors, any affiliate of the Sponsor or to any member(s) members of the Sponsor or any of their affiliates, officers, directors and direct and indirect equityholders; (b) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of such person; (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 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 Business Combination; or (g) by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement of the Sponsor upon dissolution of the Sponsor; (g) in the event of the Company’s liquidation prior to the consummation of a Business Combination; or (h) in the event that, subsequent to the consummation of a Business Combination, the Company completes a liquidation, merger, share 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; provided, however, that, in each the case of clauses (a) through (f), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this AgreementAgreement and the other restrictions contained in the letter agreement, dated as of the date hereof, by and among the Company, the Sponsor and the Company’s officers and directors.

Private Placement Warrants and Working Capital Warrants. The Private 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 or any of its Permitted Transferees (as defined below), as applicable, the Private 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 clause (ii) ), the Private Placement Warrants and the Working Capital Warrants and any shares of Common Stock Ordinary Shares held by the Sponsor or any of its Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors, any affiliate of the Sponsor or to any member(s) of the Sponsor or any of their affiliates, officers, directors and direct and indirect equityholders; (b) in the case of an individual, by gift to a member such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual individual, or to a charitable organization; (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of such person; (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 consummation of an the Company’s 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; or (g) by virtue of the laws of the State of Delaware Cayman Islands or the Sponsor’s limited liability company operating agreement upon dissolution of the Sponsor; provided, however, that, in each the case of clauses (a) through (e) or (g), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Private Placement Warrants and Working Capital Warrants. The Private 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 or any Permitted Transferees (as defined below), as applicable, the Private 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 Private Placement Warrants and the Working Capital Warrants and any shares of Common Stock held by the Sponsor or any Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors, any affiliate of the Sponsor or to any member(s) of the Sponsor or any of their affiliates, officers, directors and direct and indirect equityholdersSponsor; (b) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of such person; (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 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 Business Combination; or (g) by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; provided, however, that, in each the case of clauses (a) through (e) or (g), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Private Placement Warrants and Working Capital Warrants. The Private 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 initial purchasers or any of their respective Permitted Transferees (as defined below), as applicable, the Private Placement Warrants and the Working Capital Warrants: (i) may be exercised for cash or on a cashless basis, pursuant to subsection Section 3.3.1(c) hereof, (ii) may not be transferred, assigned or sold until thirty (30) 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 Private Placement Warrants and the Working Capital Warrants and any shares of Common Stock Ordinary Shares held by the Sponsor initial purchasers or any of their respective Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred by the holders thereof: (a) to 2.6.1 the Company’s officers or directorsdirectors or those of the Representative, any affiliate affiliates or family member of any members of the Company’s Company officers or directorsdirectors or those of the Representative, any affiliate members of the Sponsor or to the Representative, or any member(s) affiliates of the Sponsor or any of their affiliates, officers, directors and direct and indirect equityholders;the Representative, (b) 2.6.2 in the case of an individual, by gift to a member such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual individual, or to a charitable organization; (c) 2.6.3 in the case of an individual, by virtue of the laws of descent and distribution upon death of such person; (d) 2.6.4 in the case of an individual, pursuant to a qualified domestic relations order; (e) 2.6.5 by private sales or transfers made in connection with any forward purchase agreement or similar arrangements or in connection with the consummation of an initial a Business Combination at prices no greater than the price at which the Warrants shares were originally purchased; (f) 2.6.6 in the event of the Company’s liquidation prior to consummation of the Company’s initial Business Combination; or (g) 2.6.7 by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the SponsorSponsor or the organizational documents of the Representative, upon dissolution of the Representative; provided, however, that, in each the case of Section 2.6.1 through Section 2.6.5 or Section 2.6.7, these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this AgreementAgreement (including provisions relating to voting, the Trust Account and liquidation distributions described elsewhere in the Prospectus). Notwithstanding the foregoing, with respect to any Private Placement Warrants held by the Representative and/or its designees, in addition to the foregoing restriction on transfer of the Private Placement Warrants, the Private Placement Warrants purchased by the Representative 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 Private Placement Warrants purchased by the Representative 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.

Private Placement Warrants and Working Capital Warrants. The Private 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 or any of its Permitted Transferees (as defined below), as applicable, ) the Private Placement Warrants and the Working Capital Warrants: (i) may be exercised for cash or on a “cashless basis, ,” pursuant to subsection 3.3.1(c3.3.1(b) 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)Combination, and (iii) shall not be redeemable by the CompanyCompany pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2; provided, however, that in the case of (ii) ), the Private Placement Warrants and the Working Capital Warrants and any shares of Common Stock Ordinary Shares held by the Sponsor or any officers or directors of the Company, or any Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliate affiliates or family member members of any of the Company’s officers or directors, to the Sponsor, any affiliate members or partners of the Sponsor or to any member(s) of the Sponsor or any of their affiliates, officersany affiliates of the Sponsor, directors and direct and indirect equityholdersor any employees of such affiliates; (b) in the case of an individual, by gift to a member such of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of such the individual’s immediate family, an affiliate of such individual person or to a charitable organization; (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of such personthe 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 consummation of an initial the Company’s Business Combination at prices no greater than the price at which the Private Placement Warrants or Ordinary Shares, as applicable, were originally purchased; (f) by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of the Company’s initial Business Combination; (h) in the event of the Company’s liquidation prior to consummation the completion of the Company’s its initial Business Combination; or (gi) by virtue in the event of the laws Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the State of Delaware public shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the Sponsor’s limited liability company agreement upon dissolution completion of the SponsorCompany’s initial Business Combination; provided, however, that, in each the case of clauses (a) through (f), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this AgreementAgreement and the other restrictions contained in the letter agreement, dated as of the date hereof, by and among the Company, the Sponsor and the Company’s officers and directors.

Private Placement Warrants and Working Capital Warrants. The Private 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 or any Permitted Transferees (as defined below), as applicable, the Private 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 Private Placement Warrants and the Working Capital Warrants and any shares of Common Stock held by the Sponsor or any Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors, any affiliate of the Sponsor or to any member(s) of the Sponsor or any of their affiliates, officers, directors and direct and indirect equityholders; (b) in the case of an individual, by gift to a member such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of such personany of our officers, our directors, the initial stockholders, or members of our sponsor or any of their affiliates; (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 consummation of an initial Business Combination at prices no greater than the price at which the Warrants were originally purchasedpurchased or otherwise with the consent of the Company; (f) in the event of the Company’s liquidation prior to consummation of the Company’s Business Combination; or (g) by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; provided, however, that, in each the case of clauses (a) through (e) or (g), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Private Placement Warrants and Working Capital Warrants. The Private 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 or any Permitted Transferees (as defined below), as applicable, the Private 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 Private Placement Warrants and the Working Capital Warrants and any shares of Common Stock held by the Sponsor or any Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors, any affiliate of the Sponsor or to any member(s) of the Sponsor or any of their affiliates, officers, directors and direct and indirect equityholders; (b) in the case of an individual, by gift to a member such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of such person; (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 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 Business Combination; or (g) by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; provided, however, that, in each the case of clauses (a) through (e), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Private Placement Warrants and Working Capital Warrants. The Private Placement Warrants and the Working Capital Warrants shall be identical to the Public Warrants, except that so long as they are held by until the Sponsor or any Permitted Transferees (as defined below), as applicable, the Private 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 date that is 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 Private Placement Warrants and the Working Capital Warrants and any shares of Common Stock held by the Sponsor may not be transferred, assigned or any Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred sold by the holders thereof, other than: (a) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors, any affiliate of the Sponsor or Cantor or to any member(s) members of the Sponsor Sponsor, Cantor or any of their affiliates, officers, directors and direct and indirect equityholders; (b) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of such person; (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 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) by virtue of the laws of the Cayman Islands or the limited liability company agreement of the Sponsor upon dissolution of the Sponsor; (g) in the event of the Company’s liquidation prior to the consummation of the Company’s a Business Combination; or (gh) by virtue in the event that, subsequent to the consummation of a Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of the laws of Company’s shareholders having the State of Delaware right to exchange their Ordinary Shares for cash, securities or the Sponsor’s limited liability company agreement upon dissolution of the Sponsorother property; provided, however, that, in each the case of clauses (a) through (f), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this AgreementAgreement and the other restrictions contained in the letter agreement, dated as of the date hereof, by and among the Company, the Sponsor and the Company’s officers and directors.

Private Placement Warrants and Working Capital Warrants. The Private 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 or any Permitted Transferees (as defined below), as applicable, the Private 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 Private Placement Warrants and the Working Capital Warrants and any shares of Common Stock held by the Sponsor or any Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors, any affiliate of the Sponsor or to any member(s) of the Sponsor or any of their affiliates, officers, directors and direct and indirect equityholders; (b) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of such person; (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 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 Business Combination; or (g) by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; or (h) in the event of the Company’s liquidation, merger, capital stock exchange, reorganization or other similar transaction which results in all of its stockholders having the right to exchange their shares of common stock for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination (as defined below); provided, however, that, in each the case of clauses (a) through (e) or (g), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Private Placement Warrants and Working Capital Warrants. The Private 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 either Purchaser or any Permitted Transferees (as defined below), as applicable, the Private 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 the date that is 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 CompanyCompany (except as provided in Section 6.2); provided, however, that in the case of (ii) ), the Private Placement Warrants and the Working Capital Warrants and any shares of Common Stock held by either Purchaser or any officers or directors of the Sponsor Company, or any Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors, any affiliate of the Sponsor or to any member(s) members of the Sponsor or any of their affiliates, officers, directors and direct and indirect equityholders; (b) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of such person; (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 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 Business Combination; or (g) by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement of the Sponsor upon dissolution of the Sponsor; (g) in the event of the Company’s liquidation prior to the consummation of a Business Combination; or (h) in the event that, subsequent to the consummation of a Business Combination, the Company completes a liquidation, merger, share 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; provided, however, that, in each the case of clauses (a) through (f), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this AgreementAgreement and the other restrictions contained in the letter agreement, dated as of the date hereof, by and among the Company, the Sponsor and the Company’s officers and directors.

Private Placement Warrants and Working Capital Warrants. The Private 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 or any Permitted Transferees (as defined below), as applicable, the Private 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 Private Placement Warrants and Warrants, the Working Capital Warrants and any shares of Common Stock issued upon exercise of the Private Placement Warrants or the Working Capital Warrants and held by the Sponsor or any Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliate affiliates or family member members of any of the Company’s officers or directors, any affiliate of the Sponsor or to any member(s) of the Sponsor or any of their affiliates, officers, directors and direct and indirect equityholdersSponsor; (b) in the case of an individual, by gift to a member such of the individual’s immediate family or family, to a trust, the beneficiary of which is a member of such the individual’s immediate family, or an affiliate of such individual person, or to a charitable organization; (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of such personindividual; (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 consummation of an the Company’s 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 the completion of the Company’s initial Business Combination; or (g) by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; provided, however, that, in each the case of clauses (a) through (e) or (g), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this AgreementAgreement and the other restrictions contained in the letter agreement, dated as of the date hereof, by and among the Company, the Sponsor and the Company’s directors and officers and by the same agreements entered into by the Sponsor with respect to such securities (including provisions relating to voting, the trust account and liquidation distributions described elsewhere in the Prospectus).

Private Placement Warrants and Working Capital Warrants. The Private 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 or any of its Permitted Transferees (as defined below), as applicable, the Private 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 Private Placement Warrants and the Working Capital Warrants and any shares of Common Stock Ordinary Shares held by the Sponsor or any of its Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors, any affiliate of the Sponsor or to any member(s) of the Sponsor or any of their affiliates, officers, directors and direct and indirect equityholders; (b) in the case of an individual, by gift to a member such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual individual, or to a charitable organization; (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of such person; (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 consummation of an the Company’s 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; or (g) by virtue of the laws of the State of Delaware British Virgin Islands or the Sponsor’s limited liability company agreement memorandum and articles of association upon dissolution of the Sponsor; provided, however, that, in each the case of clauses (a) through (e) or (g), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Private Placement Warrants and Working Capital Warrants. The Private 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 or any of its Permitted Transferees (as defined below), as applicable, the Private 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) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants and Working Capital 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)Combination, and (iii) shall not be redeemable by the CompanyCompany 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 Private Placement Warrants and the Working Capital Warrants and any shares of Common Stock Ordinary Shares held by the Sponsor or any of its Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors, any affiliate of the Sponsor or to any member(s) of the Sponsor or any of their affiliates, officers, directors and direct and indirect equityholders; (b) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of such person; (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 in connection with the consummation of an initial Business Combination at prices no greater than the price at which the Ordinary Shares or Warrants were originally purchased; (f) by virtue of the laws of the Cayman Islands or the limited liability company agreement of the Sponsor upon dissolution of the Sponsor; (g) in the event of the Company’s liquidation prior to the consummation of the Company’s a Business Combination; orand (gh) by virtue in the event that, subsequent to the consummation of an initial Business Combination, the laws Company completes a liquidation, merger, share exchange, reorganization or other similar transaction which results in all of its shareholders having the State of Delaware right to exchange their Ordinary Shares for cash, securities or the Sponsor’s limited liability company agreement upon dissolution of the Sponsorother property; provided, however, that, in each the case of clauses (a) through (f), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this AgreementAgreement and the other restrictions contained in the letter agreement, dated as of the date hereof, by and among the Company, the Sponsor and the Company’s officers and directors.

Private Placement Warrants and Working Capital Warrants. The Private 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 or any of its Permitted Transferees (as defined below), as applicable, the Private 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 Private Placement Warrants and the Working Capital Warrants and any shares of Common Stock Ordinary Shares held by the Sponsor or any of its Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors, any affiliate of the Sponsor or to any member(s) of the Sponsor or any of their affiliates, officers, directors and direct and indirect equityholders; (b) in the case of an individual, by gift to a member such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual individual, or to a charitable organization; (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of such person; (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 arrangements or in connection with the consummation of an the Company’s 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; or (g) by virtue of the laws of the State of Delaware Cayman Islands or the Sponsor’s limited liability company agreement memorandum and articles of association upon dissolution of the Sponsor; provided, however, that, in each the case of clauses (a) through (e) or (g), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Private Placement Warrants and Working Capital Warrants. The Private 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 or any of its Permitted Transferees (as defined below), as applicable, the Private 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) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants and Working Capital Warrants, may not be transferred, assigned or sold until the date that is 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 CompanyCompany 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 (ii) ), the Private Placement Warrants and the Working Capital Warrants and any shares of Common Stock Ordinary Shares held by the Sponsor or any of its Permitted Transferees, as applicable, Transferees and issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors, any affiliate of the Sponsor or to any member(s) members of the Sponsor or any of their affiliates, officers, directors and direct and indirect equityholders; (b) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of such person; (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 in connection with the consummation of an initial Business Combination at prices no greater than the price at which the Ordinary Shares or Warrants were originally purchased; (f) by virtue of the laws of the Cayman Islands or the limited liability partnership agreement of the Sponsor upon dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of an initial Business Combination; (h) in the event of the Company’s liquidation prior to the consummation of the Company’s a Business Combination; or (gi) by virtue in the event that, subsequent to the consummation of an initial Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of the laws of Company’s shareholders having the State of Delaware right to exchange their Ordinary Shares for cash, securities or the Sponsor’s limited liability company agreement upon dissolution of the Sponsorother property; provided, however, that, in each the case of clauses (a) through (f), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this AgreementAgreement and the other restrictions contained in the letter agreement, dated as of the date hereof, by and among the Company, the Sponsor and the Company’s officers and directors.

Private Placement Warrants and Working Capital Warrants. The Private 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 Sponsor, Cantor and/or its designees, or any Permitted Transferees (as defined below), as applicable, the Private 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 Private Placement Warrants and the Working Capital Warrants and any shares of Common Stock held by the Sponsor Sponsor, Cantor and/or its designees, or any Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors, any affiliate of the Sponsor or to any member(s) of the Sponsor or any of their affiliates, or the officers, directors and direct and indirect equityholdersequityholders of Cantor and/or its designees,; (b) in the case of an individual, by gift to a member such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of such person; (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 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 Business Combination; or (g) by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the SponsorSponsor or the organizational documents of Cantor upon dissolution of Cantor; provided, however, that, in each the case of clauses (a) through (e) or (g), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement. Notwithstanding the foregoing, with respect to any Private Placement Warrants held by Cantor and/or its designees, in addition to the foregoing restriction on transfer of the Private Placement Warrants, the Private Placement Warrants purchased by Cantor 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 public Offering, except to any member participating in the Offering and the officers or partners thereof. Additionally, the Private Placement Warrants purchased by Cantor 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 public Offering.

Private Placement Warrants and Working Capital Warrants. The Private 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 or any of its Permitted Transferees (as defined below), as applicable, the Private 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 Private Placement Warrants and the Working Capital Warrants and any shares of Common Stock held by the Sponsor or any of its Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants and the or Working Capital Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliate affiliates or family member members of any of the Company’s officers or directors, any affiliate of the Sponsor Sponsor, or to any member(s) members of the Sponsor or any of their its affiliates, officers, directors and direct and indirect equityholders; (b) in the case of an individual, by gift to a member such of the individual’s immediate family or family, to a trust, the beneficiary of which is a member of such the individual’s immediate family, or an affiliate of such individual person, or to a charitable organization; (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of such personindividual; (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 consummation of an the Company’s 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 the completion of the Company’s initial Business Combination; or (g) by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; provided, however, that, in each the case of clauses (a) through (e), or (g), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Private Placement Warrants and Working Capital Warrants. The Private 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 or any of its Permitted Transferees (as defined below), as applicable, ) the Private 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 the date that is thirty (30) days after the completion by the Company of an initial Business Combination (as defined below), (iii) will not be exercisable more than five years from the effective date of the Registration Statement in accordance with FINRA Rule 5110(f)(2)(G)(i), and (iiiiv) shall not be redeemable by the Company; provided, however, that in the case of (ii) ), the Private Placement Warrants and Warrants, the Working Capital Warrants and any shares of Common Stock held by the Sponsor or any its Permitted Transferees, as applicable, Transferees and issued upon exercise of the Private Placement Warrants and or the Working Capital Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors, directors or any affiliate of the Sponsor or to any member(s) member of the Sponsor or any of their affiliates, officers, directors and direct and indirect equityholdersSponsor; (b) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of such person; (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 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 the consummation of the Company’s Business Combination; or; (g) by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; or (h) in the event that, subsequent to the consummation of an initial Business Combination, the Company completes a liquidation, merger, capital stock exchange, reorganization 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; provided, however, that, in each the case of clauses (a) through (e) or (g), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Private Placement Warrants and Working Capital Warrants. The Private 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 or any Permitted Transferees (as defined below), as applicable, the Private 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). During such period, and (iii) shall not be redeemable by the Company; provided, however, that in the case of (ii) the Private Placement Warrants and Warrants, the Working Capital Warrants and any shares of Common Stock held by the Sponsor or any of its Permitted Transferees, as applicable, and any shares of Common Stock issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may only be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors, any affiliate of the Sponsor or to any member(s) of the Sponsor or any of their affiliates, officers, directors and direct and indirect equityholders; (b) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of such person; (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 consummation of an the Company’s initial Business Combination at prices no greater than the price at which the Private Placement Warrants, the Working Capital Warrants or Common Stock, as applicable, were originally purchased; (f) by virtue of the laws of the State of Delaware or the organizational documents of the Sponsor upon liquidation or dissolution of the Sponsor; (g) in the event of the Company’s liquidation prior to consummation of the Company’s Business Combination; (h) to the Company for no value for cancellation in connection with the consummation of an initial Business Combination; or (gi) by virtue in the event that, subsequent to the consummation of a Business Combination, the Company completes a liquidation, merger, capital stock exchange or other similar transaction which results in all of the laws of Company’s stockholders having the State of Delaware right to exchange their Common Stock for cash, securities or the Sponsor’s limited liability company agreement upon dissolution of the Sponsorother property; provided, however, that, in each the case of clauses (a) through (f), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this AgreementAgreement and the other restrictions contained in the letter agreement, dated the date hereof, by and among the Company, the Sponsor and the Company’s officers and directors.

Private Placement Warrants and Working Capital Warrants. The Private 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 either Purchaser or any Permitted Transferees (as defined below), as applicable, the Private 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 the date that is 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 CompanyCompany (except as provided in Section 6.2); provided, however, that in the case of (ii) ), the Private Placement Warrants and the Working Capital Warrants and any shares of Common Stock held by either Purchaser or any officers or directors of the Sponsor Company, or any Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors, any affiliate of the Sponsor or to any member(s) members of the Sponsor or any of their affiliates, officers, directors and direct and indirect equityholders; (b) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of such person; (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 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) by virtue of the laws of the State of Washington or the charter of the Sponsor upon dissolution of the Sponsor; (g) in the event of the Company’s liquidation prior to the consummation of the Company’s a Business Combination; or (gh) by virtue in the event that, subsequent to the consummation of a Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of the laws Company’s stockholders having the right to exchange their shares of the State of Delaware Common Stock for cash, securities or the Sponsor’s limited liability company agreement upon dissolution of the Sponsorother property; provided, however, that, in each the case of clauses (a) through (f), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this AgreementAgreement and the other restrictions contained in the letter agreement, dated as of the date hereof, by and among the Company, the Sponsor and the Company’s officers and directors.

Private Placement Warrants and Working Capital Warrants. The Private 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 or any of its Permitted Transferees (as defined below), as applicable, the Private Placement Warrants and the Working Capital Warrants: (i) may shall not be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, redeemable by the Company; (ii) may not (including the Ordinary Shares issued upon exercise of the Private Placement Warrants and the Working Capital Warrants) be transferred, assigned or sold until the date that is thirty (30) days after the completion by the Company of an initial Business Combination (as defined below), ; and (iii) shall not may be redeemable by the Companyexercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof; provided, however, that in the case of (ii) ), the Private Placement Warrants and the Working Capital Warrants and any shares of Common Stock Ordinary Shares held by the Sponsor or any of its Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors, any affiliate members or partners of the Sponsor or to any member(s) of the Sponsor or any of their affiliates, officersany affiliates of the Sponsor, directors and direct and indirect equityholdersor any employees of such affiliates; (b) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of such person; (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 in connection with the consummation of an initial Business Combination at prices no greater than the price at which the Ordinary Shares or Warrants were originally purchased; (f) by virtue of the laws of the Cayman Islands or the limited liability company agreement of the Sponsor upon dissolution of the Sponsor; (g) in the event of the Company’s liquidation prior to the consummation of the Company’s a Business Combination; orand (gh) by virtue in the event that, subsequent to the consummation of an initial Business Combination, the laws Company completes a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the State of Delaware right to exchange their Ordinary Shares for cash, securities or the Sponsor’s limited liability company agreement upon dissolution of the Sponsorother property; provided, however, that, in each the case of clauses (a) through (f), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this AgreementAgreement and the other restrictions contained in the letter agreement, dated as of the date hereof, by and among the Company, the Sponsor and the Company’s officers and directors.

Private Placement Warrants and Working Capital Warrants. The Private 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 original purchasers thereof or any Permitted Transferees (as defined below), as applicable, the Private Placement Warrants and the Working Capital Warrants) they: (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) including the shares of Common Stock issuable upon their exercise, subject to certain exceptions, 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 CompanyCompany pursuant to Section 6.1 hereof; provided, however, that in the case of clause (ii) ), the Private Placement Warrants and the Working Capital Warrants and any shares of Common Stock held by the Sponsor or any Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants and or the Working Capital Warrants that, in each case, are held by the original purchasers thereof or any Permitted Transferees may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliate affiliates or family member members of any of the Company’s officers or directors, any affiliate member(s) of the Sponsor Sponsor, or to any member(s) affiliates of the Sponsor or any affiliates of their affiliates, officers, directors such members and direct funds and indirect equityholdersaccounts advised by such members; (b) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of such personindividual; (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 consummation of an the Company’s initial Business Combination at prices no greater than the price at which the Private Placement Warrants, Working Capital Warrants or shares of Common Stock, as the case may be, were originally purchased; (f) to an entity that is an Affiliate of such holder; (g) in the event of the Company’s liquidation prior to the consummation of the Company’s initial Business Combination; or; (gh) by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement upon liquidation or dissolution of the Sponsor; (i) in the event of the Company’s liquidation, merger, capital stock exchange, reorganization 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 completion of its initial Business Combination; provided, however, that, or (j) to the Company for no value for cancellation in each case these permitted transferees (the “Permitted Transferees”) must enter into a written agreement connection with the Company agreeing to be bound by consummation of the transfer restrictions in this Agreement.Company’s initial Business Combination;

Private Placement Warrants and Working Capital Warrants. The Private 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 Sponsor, or any of their Permitted Transferees (as defined below), as applicable, the Private 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 the date that is 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 Private Placement Warrants and the Working Capital Warrants and any shares of Common Stock held by the Sponsor Sponsor, or any officers or directors of the Company, or any Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors, any affiliate of the Sponsor or to any member(s) members of the Sponsor or any of their affiliates, officers, directors and direct and indirect equityholders; (b) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of such person; (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 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 Business Combination; or (g) by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement of the Sponsor upon dissolution of the Sponsor; (g) in the event of the Company’s liquidation prior to the consummation of a Business Combination; or (h) in the event that, subsequent to the consummation of a Business Combination, the Company completes a liquidation, merger, share 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; provided, however, that, in each the case of clauses (a) through (f), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this AgreementAgreement and the other restrictions contained in the letter agreement, dated as of the date hereof, by and among the Company, the Sponsor and the Company’s officers and directors.

Private Placement Warrants and Working Capital Warrants. The Private 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 or any of its Permitted Transferees (as defined below), as applicable, the Private 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 the date that is thirty (30) days after the completion by the Company of an initial Business Combination (as defined below)Combination, and (iii) shall not be redeemable by the CompanyCompany (except as provided in Section 6.2) and (iv) will be entitled to registration rights; provided, however, that in the case of clause (ii) ), the Private Placement Warrants and the Working Capital Warrants and any shares of Common Stock held by the Sponsor Sponsor, an affiliate of the Sponsor, any officers or directors of the Company, or any Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors, any affiliate of person or entity affiliated with the Sponsor or to any member(s) of the Sponsor or any of their affiliates, officers, directors and direct and indirect equityholdersSponsor; (b) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is such individual, a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of such person; (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 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 Business Combination; or (g) by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement agreement, as amended, of the Sponsor upon dissolution of the Sponsor; (g) in the event of the Company’s liquidation prior to the consummation of an initial Business Combination; or (h) in the event that, subsequent to the consummation of an initial Business Combination, the Company completes a liquidation, merger, share 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; provided, however, thatthat in the case of clauses (a) through (f), in each case these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this AgreementAgreement and the other restrictions contained in the letter agreement, dated as of the date hereof, by and among the Company, the Sponsor and the Company’s officers and directors.

Private Placement Warrants and Working Capital Warrants. The Private 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 or any of its Permitted Transferees (as defined below), as applicable, the Private 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)Combination, and (iii) shall not be redeemable by the Company; provided, however, that in the case of (ii) ), the Private Placement Warrants and Warrants, the Working Capital Warrants and any shares Ordinary Shares issued upon exercise of Common Stock the Private Placement Warrants or the Working Capital Warrants and held by the Sponsor or any Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred by the holders thereof: (a) to the Company’s officers directors or directorsofficers, any affiliate affiliates or family member members of any of the Company’s officers directors or directorsofficers, any affiliate of the Sponsor or to any member(s) members of the Sponsor or any affiliates of their affiliates, officers, directors and direct and indirect equityholdersthe Sponsor; (b) in the case of an individual, by gift to a member such of the individual’s immediate family family, or to a trust, the beneficiary of which is a member of such the individual’s immediate family, family or an affiliate of such individual person, or to a charitable organization; (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of such personthe individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) in the case of a trust, by distribution to one or more of the permissible beneficiaries of such trust; (f) by private sales or transfers made in connection with the consummation of an initial the Company’s Business Combination at prices no greater than the price at which the Warrants securities were originally purchased; (fg) in the event of the Company’s liquidation prior to consummation of the Company’s completion of its initial Business Combination; or; (gh) by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement organizational documents, upon dissolution of the Sponsor; and (i) in the event of the Company’s completion of a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that, in each the case of clauses (a) through (f) or (h), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this AgreementAgreement and the other restrictions contained in the letter agreement, dated as of the date hereof, by and among the Company, the Sponsor and the Company’s directors and officers and by the same agreements entered into by the Sponsor with respect to such securities (including provisions relating to voting, the trust account and liquidation distributions described elsewhere in the Prospectus).

Private Placement Warrants and Working Capital Warrants. The Private 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 or any of its Permitted Transferees (as defined below), as applicable, the Private 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 the date that is 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 CompanyCompany 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 (ii) ), the Private Placement Warrants and the Working Capital Warrants and any shares of Common Stock Ordinary Shares held by the Sponsor or any of its Permitted Transferees, as applicable, Transferees and issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors, any affiliate of the Sponsor or to any member(s) members of the Sponsor or any of their affiliates, officers, directors and direct and indirect equityholders; (b) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of such person; (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 consummation of an initial Business Combination at prices no greater than the price at which the Warrants were originally purchased; (f) by virtue of the laws of the Cayman Islands or the limited partnership agreement of the Sponsor upon dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of an initial Business Combination; (h) in the event of the Company’s liquidation prior to the consummation of the Company’s a Business Combination; or (gi) by virtue in the event that, subsequent to the consummation of a Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of the laws of Company’s shareholders having the State of Delaware right to exchange their Ordinary Shares for cash, securities or the Sponsor’s limited liability company agreement upon dissolution of the Sponsorother property; provided, however, that, in each the case of clauses (a) through (f), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this AgreementAgreement and the other restrictions contained in the letter agreement, dated as of the date hereof, by and among the Company, the Sponsor and the Company’s officers and directors.

Private Placement Warrants and Working Capital Warrants. The Private 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 or any of its Permitted Transferees (as defined below), as applicable, the Private 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) including the Ordinary Shares issuable upon exercise of the Private Placement 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)Combination, and (iii) shall not be redeemable by the CompanyCompany pursuant to Section 6.1 hereof; provided, however, that in the case of (ii) ), the Private Placement Warrants and the Working Capital Warrants and any shares of Common Stock held by the Sponsor or any Permitted Transferees, as applicable, and Ordinary Shares issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred by the holders thereof: (a) 2.6.1 to the Company’s officers or directors, any affiliate affiliates or family member members of any of the Company’s officers or directors, any affiliate members or partners of the Sponsor or to any member(s) of the Sponsor or any of their affiliates, officersany affiliates of the Sponsor, directors and direct and indirect equityholdersor any employees of such affiliates; (b) 2.6.2 in the case of an individual, by gift to a member such of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of such the individual’s immediate family, an affiliate of such individual person or to a charitable organization; (c) 2.6.3 in the case of an individual, by virtue of the laws of descent and distribution upon death of such personthe individual; (d) 2.6.4 in the case of an individual, pursuant to a qualified domestic relations order; (e) 2.6.5 by private sales or transfers made in connection with any forward purchase agreement or similar agreement or in connection with the consummation of an initial the Company’s Business Combination at prices no greater than the price at which the Private Placement Warrants or Ordinary Shares, as applicable, were originally purchased; (f) 2.6.6 by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; 2.6.7 to the Company for no value for cancellation in connection with the consummation of our initial Business Combination; 2.6.8 in the event of the Company’s liquidation prior to consummation the completion of the Company’s its initial Business Combination; or (g) by virtue 2.6.9 in the event of the laws Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the State of Delaware public shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the Sponsor’s limited liability company agreement upon dissolution completion of the SponsorCompany’s initial Business Combination; provided, however, that, in each the case of subsections 2.6.1 through 2.6.6, these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this AgreementAgreement and the other restrictions contained in the letter agreement, dated as of the date hereof, by and among the Company, the Sponsor, and the Company’s officers and directors.

Private Placement Warrants and Working Capital Warrants. The Private 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 Sponsor, I-Bankers or any of their respective Permitted Transferees (as defined below), as applicable, the Private 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 Private Placement Warrants and Warrants, the Working Capital Warrants and any shares of Common Stock held by the Sponsor or any Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants and or the Working Capital Warrants and held by the Sponsor, I-Bankers or any of their respective Permitted Transferees, may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliate affiliates or family member members of any of the Company’s officers or directors, any affiliate of the Sponsor or to Sponsor, any member(s) of the Sponsor or any of their respective affiliates, officers, directors and or direct and indirect equityholders; (b) in the case of an individual, by gift to a member such of the individual’s immediate family or family, to a trust, the beneficiary of which is a member of such the individual’s immediate family, or an affiliate of such individual person, or to a charitable organization; (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of such personindividual; (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 consummation of an the Company’s 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 the completion of the Company’s initial Business Combination; or; (g) if a holder is an entity, as a distribution to its partners, shareholders, officers or members upon its liquidation; (h) by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; provided, however, that, in each the case of clauses (a) through (h), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this AgreementAgreement and the other restrictions contained in the letter agreement, dated as of the date hereof, by and among the Company, the Sponsor, I-Bankers and the Company’s directors and officers and by the same agreements entered into by the Sponsor with respect to such securities (including provisions relating to voting, the trust account and liquidation distributions described elsewhere in the Prospectus).

Private Placement Warrants and Working Capital Warrants. The Private 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 or any Permitted Transferees (as defined below), as applicable, the Private Placement Warrants and the Working Capital Warrants: : (i) may shall not be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, redeemable by the Company; (ii) may not (including the Ordinary Shares issued upon exercise of the Private Placement Warrants and the Working Capital Warrants) be transferred, assigned or sold until the date that is thirty (30) days after the completion by the Company of an initial Business Combination (as defined below), and ; and (iii) shall not may be redeemable by the Companyexercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof; provided, however, that in the case of (ii) ), the Private Placement Warrants and the Working Capital Warrants and any shares of Common Stock held by the Sponsor or any Permitted Transferees, as applicable, and Ordinary Shares issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors, any affiliate of the Sponsor or to Sponsor, any member(sshareholder(s) of the Sponsor or any of their affiliates, officersor any employees of the Sponsor, directors and direct and indirect equityholdersany of its affiliates or any of their respective affiliates; (b) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of such person; (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 in connection with the consummation of an initial Business Combination at prices no greater than the price at which the Ordinary Shares or Private Placement Warrants were originally purchased; (f) by virtue of the laws of the Cayman Islands or the memorandum and articles of association of the Sponsor upon termination or dissolution of the Sponsor; (g) in the event of the Company’s liquidation prior to the consummation of the Company’s a Business Combination; orand (gh) by virtue in the event that, subsequent to the consummation of an initial Business Combination, the laws Company completes a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the State of Delaware right to exchange their Ordinary Shares for cash, securities or the Sponsor’s limited liability company agreement upon dissolution of the Sponsorother property; provided, however, that, in each the case of clauses (a) through (f), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this AgreementAgreement and the other restrictions contained in the letter agreement, dated as of the date hereof, by and among the Company, the Sponsor and the Company’s officers and directors.

Private Placement Warrants and Working Capital Warrants. The Private 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 original purchasers thereof or any Permitted Transferees (as defined below), as applicable, the Private Placement Warrants and the Working Capital Warrants) they: (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) subject to certain exceptions, 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 Private Placement Warrants and the Working Capital Warrants and any shares of Common Stock held by the Sponsor original purchasers thereof or any Permitted Transferees, as applicable, Transferees and issued upon exercise of the Private Placement Warrants and or the Working Capital Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliate affiliates or family member members of any of the Company’s officers or directors, any affiliate of the Sponsor or to any member(s) of the Sponsor or Sponsor, any affiliates of their affiliates, officers, directors such members and direct funds and indirect equityholdersaccounts advised by such members; (b) in the case of an individual, by gift to a member such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of such person; (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 consummation of an initial Business Combination at prices no greater than the price at which the Warrants securities were originally purchased; (f) in the event of the Company’s liquidation prior to consummation of the Company’s initial Business Combination; or; (g) by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; or (h) in the event of the Company’s liquidation, merger, capital stock exchange, reorganization 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 completion of its initial Business Combination; provided, however, that, in each the case these permitted of clauses (a) through (e) or (g), any such transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Private Placement Warrants and Working Capital Warrants. The Private 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 Founders or any of their Permitted Transferees (as defined below), as applicable, the Private Placement Warrants and the Working Capital Warrants: (i) may shall not be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, redeemable by the Company; (ii) with respect to Private Placement Warrants held by Cowen Investments, will not be exercisable more than five years from the effective date of the Registration Statement in accordance with FINRA Rule 5110(f)(2)(G)(i); (iii) may not (including the Ordinary Shares issued upon exercise of the Private Placement Warrants and the Working Capital Warrants) be transferred, assigned or sold until the date that is thirty (30) days after the completion by the Company of an initial Business Combination (as defined below), ; and (iiiiv) shall not may be redeemable by the Companyexercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof; provided, however, that in the case of (ii) ), the Private Placement Warrants and the Working Capital Warrants and any shares of Common Stock Ordinary Shares held by the Sponsor Founders or any of their Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors, any affiliate members or partners of the Sponsor Founders or to any member(s) of the Sponsor or any of their affiliates, officersany affiliates of the Founders, directors and direct and indirect equityholdersor any employees of such affiliates; (b) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of such person; (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 in connection with the consummation of an initial Business Combination at prices no greater than the price at which the Ordinary Shares or Warrants were originally purchased; (f) by virtue of the laws of the Cayman Islands or the exempted limited partnership agreement of the Sponsor upon termination and winding-up of the Sponsor; (g) in the event of the Company’s liquidation prior to the consummation of the Company’s a Business Combination; orand (gh) by virtue in the event that, subsequent to the consummation of an initial Business Combination, the laws Company completes a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the State of Delaware right to exchange their Ordinary Shares for cash, securities or the Sponsor’s limited liability company agreement upon dissolution of the Sponsorother property; provided, however, that, in each the case of clauses (a) through (f), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this AgreementAgreement and the other restrictions contained in the letter agreement, dated as of the date hereof, by and among the Company, the Founders and the Company’s officers and directors.

Private Placement Warrants and Working Capital Warrants. The Private 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 Sponsor, the Underwriter, or any of their respective Permitted Transferees (as defined below), as applicable, the Private 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) including the Common Stock issuable upon exercise of the Private Placement Warrants and the Working Capital 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)Combination, and (iii) shall not be redeemable by the Company; Company pursuant to Section 6.1 hereof, (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) and (v) so long as they are held by the Underwriter or their Permitted Transferees, will not be exercisable more than five years from the effective date of the Registration Statement in accordance with FINRA Rule 5110(f)(2)(G)(i); provided, however, that in the case of (ii) ), the Private Placement Warrants and Warrants, the Working Capital Warrants and any shares of Common Stock held by the Sponsor or any Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants and or the Working Capital Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors, any affiliate of the Sponsor or to any member(s) member of the Sponsor or any of their affiliates, officers, directors and direct and indirect equityholders;affiliates; (b) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual person or to a charitable organization;organization; (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of such person;person; (d) in the case of an individual, pursuant to a qualified domestic relations order;order; (e) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of an initial the Company’s Business Combination at prices no greater than the price at which the Private Placement Warrants, Working Capital Warrants or Common Stock, as applicable, were originally purchased;purchased; (f) in the event of the Company’s liquidation prior to consummation of the Company’s Business Combination; or (g) by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement organizational documents upon liquidation or dissolution of the Sponsor; Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of an initial Business Combination; (h) in the event of the Company’s liquidation prior to the completion of its initial Business Combination; or (i) in the event that, subsequent to the consummation of a Business Combination, the Company completes a liquidation, merger, capital stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their Common Stock for cash, securities or other property; provided, however, that, in each the case of clauses (a) through (f), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this AgreementAgreement and the other restrictions contained in the letter agreement, dated the date hereof, by and among the Company, the Sponsor and the Company’s officers and directors.

Private Placement Warrants and Working Capital Warrants. The Private 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 or any Permitted Transferees (as defined below), as applicable, the Private 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 Private Placement Warrants and Warrants, the Working Capital Warrants and any shares of Common Stock held by the Sponsor or any Permitted Transferees, as applicable, and Ordinary Shares issued upon exercise of the Private Placement Warrants and or the Working Capital Warrants and held by the Sponsor or its Permitted Transferees, may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliate affiliates or family member members of any of the Company’s officers or directors, any affiliate of the Sponsor or to Sponsor, any member(s) of the Sponsor or any of their its affiliates, officers, directors and or direct and indirect equityholders; (b) in the case of an individual, by gift to a member such of the individual’s immediate family or family, to a trust, the beneficiary of which is a member of such the individual’s immediate family, or an affiliate of such individual person, or to a charitable organization; (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of such personindividual; (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 consummation of an the Company’s 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 the completion of the Company’s initial Business Combination; or (g) by virtue of the laws of the State of Delaware Cayman Islands or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; . provided, however, that, in each the case of clauses (a) through (g), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this AgreementAgreement and the other restrictions contained in the letter agreement, dated as of the date hereof, by and among the Company, the Sponsor and the Company’s directors and officers and by the same agreements entered into by the Sponsor with respect to such securities (including provisions relating to voting, the trust account and liquidation distributions described elsewhere in the Prospectus).

Private Placement Warrants and Working Capital Warrants. The Private 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 either Purchaser or any Permitted Transferees (as defined below), as applicable, the Private 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 the date that is 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 CompanyCompany (except as provided in Section 6.2); provided, however, that in the case of (ii) ), the Private Placement Warrants and the Working Capital Warrants and any shares of Common Stock held by either Purchaser or any officers or directors of the Sponsor Company, or any Permitted Transferees, as applicable, and any shares of Common Stock issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliate affiliates or family member members of any of the Company’s officers or directors, to the Sponsor, any affiliate members or partners of the Sponsor or to any member(s) of the Sponsor or any of their affiliates, officers, directors and direct and indirect equityholdersor any affiliates of the Sponsor; (b) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of such person; (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 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 Business Combination; or (g) by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement of the Sponsor upon dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of a Business Combination; (h) in the event of the Company’s liquidation prior to the consummation of a Business Combination; or (i) in the event that, subsequent to the consummation of a Business Combination, the Company completes a 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; provided, however, that, in each the case of clauses (a) through (f), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this AgreementAgreement and the other restrictions contained in the letter agreement, dated as of the date hereof, by and among the Company, the Sponsor and the Company’s officers and directors.

Private Placement Warrants and Working Capital Warrants. The Private 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 or any of its Permitted Transferees (as defined below), as applicable, the Private 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 the date that is 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 CompanyCompany 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 (ii) ), the Private Placement Warrants and the Working Capital Warrants and any shares of Common Stock Ordinary Shares held by the Sponsor or any of its Permitted Transferees, as applicable, Transferees and issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors, any affiliate of the Sponsor or to any member(s) members of the Sponsor or any of their affiliates, officers, directors and direct and indirect equityholders; (b) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of such person; (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 consummation of an initial Business Combination at prices no greater than the price at which the Warrants were originally purchased; (f) by virtue of the laws of the Cayman Islands or the limited liability company agreement of the Sponsor upon dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of an initial Business Combination; (h) in the event of the Company’s liquidation prior to the consummation of the Company’s a Business Combination; or (gi) by virtue in the event that, subsequent to the consummation of a Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of the laws of Company’s shareholders having the State of Delaware right to exchange their Ordinary Shares for cash, securities or the Sponsor’s limited liability company agreement upon dissolution of the Sponsorother property; provided, however, that, in each the case of clauses (a) through (f), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this AgreementAgreement and the other restrictions contained in the letter agreement, dated as of the date hereof, by and among the Company, the Sponsor and the Company’s officers and directors.

Private Placement Warrants and Working Capital Warrants. The Private Placement Warrants and the Working Capital Warrants shall be identical to the Public Warrants, except that that, so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below), as applicable, ) the Private Placement Warrants and the Working Capital Warrants: 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)Combination, including the Ordinary Shares issuable upon exercise of the Private Placement Warrants or the Working Capital Warrants, and (iii) shall not be redeemable by the Company, including pursuant to Section 6.1; provided, however, that that, in the case of clause (ii) ), the Private Placement Warrants and the Working Capital Warrants and any shares of Common Stock held by the Sponsor or any Permitted Transferees, as applicable, and Ordinary Shares issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliate affiliates or family member members of any of the Company’s officers or directors, any affiliate direct or indirect members or partners of the Sponsor or their respective affiliates, any affiliates of the Sponsor, any funds and accounts managed or advised by Hondius Capital Management and its affiliates, and to direct or indirect members or partners of such funds and accounts or any member(s) affiliates thereof, any employees of such affiliates or any funds or accounts advised by the Sponsor or any of their its affiliates, officers, directors and direct and indirect equityholders; (b) in the case of an individual, by gift to a member such of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of such the individual’s immediate family, an affiliate of such individual person or to a charitable organization; (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of such personthe individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales transfers or by other transfers made in connection with the consummation of an initial the Business Combination at prices no greater than the price at which the Private Placement Warrants or Ordinary Shares, as applicable, were originally purchased; (f) by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of the Business Combination; (h) in the event of the Company’s liquidation prior to consummation the completion of the Company’s Business Combination; or (gi) by virtue in the event of the laws Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the State of Delaware public shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the Sponsor’s limited liability company agreement upon dissolution completion of the SponsorBusiness Combination; provided, however, that, in each the case of clauses (1) through (6), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Private Placement Warrants and Working Capital Warrants. The Private 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, affiliates of the Sponsor or any of their Permitted Transferees (as defined below), as applicable, the Private 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) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants and Working Capital 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)Combination, and (iii) shall not be redeemable by the CompanyCompany 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 Private Placement Warrants and the Working Capital Warrants and any shares of Common Stock Ordinary Shares held by the Sponsor, affiliates of the Sponsor or any of their Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors, any affiliate of the Sponsor or to any member(s) of the Sponsor or any of their affiliates, officers, directors and direct and indirect equityholders; (b) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of such person; (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 in connection with the consummation of an initial Business Combination at prices no greater than the price at which the Ordinary Shares or Warrants were originally purchased; (f) by virtue of the laws of the Cayman Islands or the limited liability company agreement of the Sponsor upon dissolution of the Sponsor; (g) in the event of the Company’s liquidation prior to the consummation of the Company’s a Business Combination; orand (gh) by virtue in the event that, subsequent to the consummation of an initial Business Combination, the laws Company completes a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the State of Delaware right to exchange their Ordinary Shares for cash, securities or the Sponsor’s limited liability company agreement upon dissolution of the Sponsorother property; provided, however, that, in each the case of clauses (a) through (f), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this AgreementAgreement and the other restrictions contained in the letter agreement, dated as of the date hereof, by and among the Company, the Sponsor and the Company’s officers and directors.

Private Placement Warrants and Working Capital Warrants. (a) The Private Placement Warrants and the Working Capital Warrants shall be identical to the Public Warrants, except that so long as they are held by either the Sponsor or any Permitted Transferees (as defined below), as applicable, the Private Placement Warrants and the Working Capital Warrants: (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c3.03(a)(i) 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 clause (ii) ), the Private Placement Warrants and the Working Capital Warrants and any shares of Common Stock held by either the Sponsor or any officers or directors of the Company, or any Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred by the holders thereof: (ai) to the Company’s officers officers, directors or directorsadvisors, any affiliate affiliates or family member members of any of the Company’s officers officers, directors or directorsadvisors, any affiliate of the Sponsor or to any member(s) of the Sponsor or any affiliates of their affiliates, officers, directors and direct and indirect equityholdersthe Sponsor; (bii) in the case of an individual, by gift to a member such of the individual’s immediate family or family, to a trust, the beneficiary of which is a member of such the individual’s immediate family, or an affiliate of such individual person, or to a charitable organization; (ciii) in the case of an individual, by virtue of the laws of descent and distribution upon death of such personthe individual; (div) in the case of an individual, pursuant to a qualified domestic relations order; (ev) by private sales or transfers made in connection with the consummation of an the Company’s initial Business Combination at prices no greater than the price at which the Private Placement Warrants were originally purchased; (fvi) in the event of the Company’s liquidation prior to consummation the completion of the Company’s initial Business Combination; or; (gvii) by virtue of the laws of the State state of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; or (viii) subsequent to the completion of the Company’s initial Business Combination, in the event of the Company’s liquidation, merger, capital stock exchange, reorganization 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; provided, however, that, in each the case of clauses (i) through (viii), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Private Placement Warrants and Working Capital Warrants. The Private 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 or any of its Permitted Transferees (as defined below), as applicable, the Private Placement Warrants and the Working Capital Warrants: (i) may be exercised for cash or on a “cashless basis, ,” pursuant to subsection 3.3.1(c3.3.1(b) hereof, (ii) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants and Working Capital 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)Combination, and (iii) shall not be redeemable by the CompanyCompany pursuant to Section 6 hereof; provided, however, that in the case of clause (ii) ), the Private Placement Warrants and the Working Capital Warrants and any shares of Common Stock Ordinary Shares held by the Sponsor or any of its Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors, any affiliate of the Sponsor or to any member(s) of the Sponsor or any of their affiliates, officers, directors and direct and indirect equityholders; (b) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of such person; (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 consummation of an initial Business Combination at prices no greater than the price at which the Ordinary Shares or Warrants were originally purchased; (f) by virtue of the laws of Delaware or the organizational documents of the Sponsor upon dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of the Company’s initial Business Combination; (h) in the event of the Company’s liquidation prior to the consummation of the Company’s a Business Combination; or (gi) by virtue in the event of the laws Company’s liquidation, merger, share exchange or other similar transaction which results in all of the State Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property subsequent to the Company’s completion of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsoran initial Business Combination; provided, however, that, in each the case of clauses (a) through (f), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this AgreementAgreement and the other restrictions contained in the letter agreement, dated as of the date hereof, by and among the Company, the Sponsor and the Company’s officers and directors.

Private Placement Warrants and Working Capital Warrants. The Private 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 Sponsors or any Permitted Transferees (as defined below), as applicable, the Private 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 (x) thirty (30) days after the completion by the Company of an initial Business Combination (as defined below) or (y) in compliance with FINRA Rule 5110(e), to the extent such date falls within the 180-day period immediately following commencement of sales of the Offering, after the 180-day period immediately following commencement of sales of the Offering, subject to certain exceptions permitted by FINRA Rule 5110(e)(2), (iii) will not be exercisable more than five years from the effective date of the Registration Statement in accordance with FINRA Rule 5110(g)(8), as long as they are beneficially owned by SGAM or any of its related persons, and (iiiiv) shall not be redeemable by the Company; provided, however, that in the case of (ii) the Private Placement Warrants and the Working Capital Warrants and any shares of Common Stock held by the Sponsor Sponsors or any Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliate affiliates or family member members of any of the Company’s officers or directors, any affiliate members of the Sponsor Company’s Sponsors, or to any member(s) affiliates of the Sponsor or any of their affiliates, officers, directors and direct and indirect equityholdersCompany’s Sponsors; (b) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of such person; (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 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 Business Combination; or; (g) by virtue of the laws of the State of Delaware or the SponsorCompany’s sponsors’ limited liability company agreement upon dissolution of the SponsorSponsors; or (h) in the event of the Company’s liquidation, merger, capital stock exchange, reorganization 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 completion of the Company’s initial business combination; provided, however, thatthat (i) the 2,666,667 private placement warrants acquired by SGAM and certain of its controlled affiliates, which have been deemed underwriting compensation by FINRA, will not be sold during the offering, or sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in each the economic disposition of such securities by any person for a period of 180 days immediately following the sales of the public offering, subject to certain exceptions permitted by FINRA Rule 5110(e)(2), and (ii) in the case of clauses (a) through (e) or (g), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Private Placement Warrants and Working Capital Warrants. The Private 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 or any of its Permitted Transferees (as defined below), as applicable, the Private Placement Warrants and the Working Capital Warrants: (i) may shall not be exercised for cash or on a cashless basis, redeemable by the Company pursuant to subsection 3.3.1(c) hereof, Section 6.1; (ii) may not (including the Ordinary Shares issued upon exercise of the Private Placement Warrants and the Working Capital Warrants) be transferred, assigned or sold until the date that is thirty (30) days after the completion by the Company of an initial Business Combination (as defined below), ; and (iii) shall not may be redeemable by the Companyexercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof; provided, however, that in the case of (ii) ), the Private Placement Warrants and the Working Capital Warrants and any shares of Common Stock Ordinary Shares held by the Sponsor or any of its Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors, any affiliate members or partners of the Sponsor or to any member(s) of the Sponsor or any of their affiliates, officersany affiliates of the Sponsor, directors and direct and indirect equityholdersor any employees of such affiliates; (b) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of such person; (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 in connection with the consummation of an initial Business Combination at prices no greater than the price at which the Ordinary Shares or Warrants were originally purchased; (f) by virtue of the laws of the Cayman Islands or the limited liability company agreement of the Sponsor upon dissolution of the Sponsor; (g) in the event of the Company’s liquidation prior to the consummation of the Company’s a Business Combination; orand (gh) by virtue in the event that, subsequent to the consummation of an initial Business Combination, the laws Company completes a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the State of Delaware right to exchange their Ordinary Shares for cash, securities or the Sponsor’s limited liability company agreement upon dissolution of the Sponsorother property; provided, however, that, in each the case of clauses (a) through (f), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this AgreementAgreement and the other restrictions contained in the letter agreement, dated as of the date hereof, by and among the Company, the Sponsor and the Company’s officers and directors.

Private Placement Warrants and Working Capital Warrants. The Private 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 initial holders or any of their Permitted Transferees (as defined below), as applicable, ): (i) the Private Placement Warrants and the Working Capital Warrants: (i) Warrants may be exercised for cash or on a “cashless basis, ,” pursuant to subsection 3.3.1(c‎3.3.1(c) hereof, (ii) the Private Placement Warrants and Working Capital Warrants (including the Class A ordinary shares issuable upon exercise thereof) 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)Combination, and (iii) the Private Placement Warrants and Working Capital Warrants shall not be redeemable by the Company; provided, however, that in the case of clause (ii) the Private Placement Warrants and the Working Capital Warrants and any shares of Common Stock held by the Sponsor or any Permitted Transferees), as applicable, and issued upon exercise of the Private Placement Warrants and the Working Capital Warrants such securities may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliate affiliates or family member members of any of the Company’s officers or directors, any affiliate of the Sponsor or to any member(s) members of the Sponsor or any affiliates of their affiliates, officers, directors and direct and indirect equityholdersthe Sponsor; (b) in the case of an individual, by gift to a member such of the individual’s immediate family family, or to a trust, the beneficiary of which is a member of such the individual’s immediate family, family or an affiliate of such individual person, or to a charitable organization; (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of such personthe 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 consummation of an initial the Company’s Business Combination at prices no greater than the price at which the Warrants securities were originally purchased; (f) in the event of the Company’s liquidation prior to consummation of the Company’s completion of an initial Business Combination; or; (g) by virtue of the laws of the State of Delaware Cayman Islands or the Sponsor’s limited liability company agreement agreement, as amended from time to time, upon dissolution termination, winding-up and liquidation of the Sponsor; and (h) in the event of the Company’s completion of a liquidation, merger, amalgamation, share exchange, reorganization 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 the case of clauses (a) through (e) and (g), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Private Placement Warrants and Working Capital Warrants. The Private 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 or any Permitted Transferees (as defined below), as applicable, the Private 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 CompanyCompany (except as set forth in Section 6.2 herein); provided, however, that in the case of (ii) ), the Private Placement Warrants and Warrants, the Working Capital Warrants and any shares of Common Stock issued upon exercise of the Private Placement Warrants or the Working Capital Warrants and held by the Sponsor or any Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliate affiliates or family member members of any of the Company’s officers or directors, any affiliate of the Sponsor or to any member(s) of the Sponsor or any of their affiliates, officers, directors and direct and indirect equityholdersSponsor; (b) in the case of an individual, by gift to a member such of the individual’s immediate family or family, to a trust, the beneficiary of which is a member of such the individual’s immediate family, or an affiliate of such individual person, or to a charitable organization; (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of such personindividual; (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 consummation of an the Company’s 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 the completion of the Company’s initial Business Combination; or; (g) by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; or (h) in the event that, subsequent to the consummation of a Business Combination, the Company completes a liquidation, merger, capital stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their Common Stock for cash, securities or other property; provided, however, that, in each the case of clauses (a) through (e) or (g), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this AgreementAgreement and the other restrictions contained in the letter agreement, dated as of the date hereof, by and among the Company, the Sponsor and the Company’s directors and officers and by the same agreements entered into by the Sponsor with respect to such securities (including provisions relating to voting, the trust account and liquidation distributions described elsewhere in the Prospectus).

Private Placement Warrants and Working Capital Warrants. The Private 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 or any of its Permitted Transferees (as defined below), as applicable, the Private Placement Warrants and the Working Capital Warrants: (i) may shall not be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, redeemable by the Company (except as set forth below); (ii) may not (including the Ordinary Shares issued upon exercise of the Private Placement Warrants and the Working Capital Warrants) be transferred, assigned or sold until the date that is thirty (30) days after the completion by the Company of an initial Business Combination (as defined below), and ; (iii) shall not may be redeemable by the Companyexercised on a cashless basis, pursuant to subsection 3.3.1(c) hereof; and (iv) will be entitled to registration rights; provided, however, that in the case of (ii) ), the Private Placement Warrants and the Working Capital Warrants and any shares of Common Stock Ordinary Shares held by the Sponsor or any of its Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors, any affiliate members or partners of the Sponsor or to any member(s) of the Sponsor or any of their affiliates, officersany affiliates of the Sponsor, directors and direct and indirect equityholdersor any employees of such affiliates; (b) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of such person; (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 in connection with the consummation of an initial Business Combination at prices no greater than the price at which the Ordinary Shares or Warrants were originally purchased; (f) by virtue of the laws of the Cayman Islands or the limited liability company agreement of the Sponsor upon dissolution of the Sponsor; (g) in the event of the Company’s liquidation prior to the consummation of the Company’s a Business Combination; orand (gh) by virtue in the event that, subsequent to the consummation of an initial Business Combination, the laws Company completes a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the State of Delaware right to exchange their Ordinary Shares for cash, securities or the Sponsor’s limited liability company agreement upon dissolution of the Sponsorother property; provided, however, that, in each the case of clauses (a) through (f), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this AgreementAgreement and the other restrictions contained in the letter agreement, dated as of the date hereof, by and among the Company, the Sponsor and the Company’s officers and directors.

Private Placement Warrants and Working Capital Warrants. The Private 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 or any of its Permitted Transferees (as defined below), as applicable, the Private 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) including the Common Stock issuable upon exercise of the Private Placement Warrants and the Working Capital 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 CompanyCompany pursuant to Section 6.1 hereof; provided, however, that in the case of (ii) the Private Placement Warrants and Warrants, the Working Capital Warrants and any shares of Common Stock held by the Sponsor or any of its Permitted Transferees, as applicable, and any shares of Common Stock issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors, any affiliate members or partners of the Sponsor or to any member(s) of the Sponsor or any of their affiliates, officersany affiliate of the Sponsor, directors and direct and indirect equityholdersor any employees of such affiliates; (b) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of such person; (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 in connection with the consummation of an the Company’s initial Business Combination at prices no greater than the price at which the Private Placement Warrants, the Working Capital Warrants or Common Stock, as applicable, were originally purchased; (f) by virtue of the laws of the State of Delaware or the organizational documents of the Sponsor upon liquidation or dissolution of the Sponsor; (g) in the event of the Company’s liquidation prior to consummation of the Company’s Business Combination; (h) to the Company for no value for cancellation in connection with the consummation of an initial Business Combination; or (gi) by virtue in the event that, subsequent to the consummation of a Business Combination, the Company completes a liquidation, merger, capital stock exchange or other similar transaction which results in all of the laws of Company’s stockholders having the State of Delaware right to exchange their Common Stock for cash, securities or the Sponsor’s limited liability company agreement upon dissolution of the Sponsorother property; provided, however, that, in each the case of clauses (a) through (f), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this AgreementAgreement and the other restrictions contained in the letter agreement, dated the date hereof, by and among the Company, the Sponsor and the Company’s officers and directors.

Private Placement Warrants and Working Capital Warrants. The Private 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 original holders thereof or any of their Permitted Transferees (as defined below), as applicable, the Private 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) including the shares of Common Stock issuable upon exercise of such 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)Combination, and (iii) shall not be redeemable by the CompanyCompany pursuant to Section 6.1 hereof; provided, however, that in the case of clause (ii) ), the Private Placement Warrants and the Warrants, Working Capital Warrants and any shares of Common Stock held by the Sponsor or any Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants and the or Working Capital Warrants that, in each case are held by the original holders thereof or any of their Permitted Transferees may be transferred by the holders thereofthereof prior to that thirtieth day: (a) to the Company’s officers or directors, any affiliate affiliates or family member members of any of the Company’s officers or directors, any affiliate of the Sponsor or to any member(s) members of the Sponsor or any affiliates of their affiliates, officers, directors and direct and indirect equityholdersthe Sponsor; (b) in the case of an individual, by gift to a member such of the individual’s immediate family or to a trust, the beneficiary of which is a member of such the individual’s immediate family, family or an affiliate of such individual individual, or to a charitable organization; (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of such personthe 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 consummation of an the Company’s initial Business Combination at prices no greater than the price at which the applicable Warrants or the shares of Common Stock, as the case may be, were originally purchased; (f) in the event of the Company’s liquidation prior to consummation the completion of the Company’s its initial Business Combination; or; (g) by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement agreement, as amended, upon dissolution of the Sponsor; or (h) in the event of the Company’s completion of a liquidation, merger, stock exchange, reorganization 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 completion of the Company’s initial Business Combination; provided, however, thatthat in the case of clauses (a) through (g), in each case these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the these transfer restrictions and the other restrictions contained in this Agreementthe letter agreement (defined in the Prospectus) between Company and its initial stockholders.

Private Placement Warrants and Working Capital Warrants. The Private Placement Warrants and the Working Capital Warrants shall be identical to the Public Warrants, except that that, so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below), as applicable, ) the Private Placement Warrants and the Working Capital Warrants: 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)Combination, including the Ordinary Shares issuable upon exercise of the Private Placement Warrants or the Working Capital Warrants, and (iii) shall not be redeemable by the Company, including pursuant to Section 6.1; provided, however, that that, in the case of clause (ii) ), the Private Placement Warrants and the Working Capital Warrants and any shares of Common Stock held by the Sponsor or any Permitted Transferees, as applicable, and Ordinary Shares issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliate affiliates or family member members of any of the Company’s officers or directors, any affiliate direct or indirect members or partners of the Sponsor or their respective affiliates, any affiliates of the Sponsor, any funds and accounts managed or advised by HPS Investment Partners, LLC (“HPS”) and its affiliates, and to direct or indirect members or partners of such funds and accounts or any member(s) affiliates thereof, any employees of such affiliates or any funds or accounts advised by the Sponsor or any of their its affiliates, officers, directors and direct and indirect equityholders; (b) in the case of an individual, by gift to a member such of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of such the individual’s immediate family, an affiliate of such individual person or to a charitable organization; (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of such personthe individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales transfers or by other transfers made in connection with the consummation of an initial the Business Combination at prices no greater than the price at which the Private Placement Warrants or Ordinary Shares, as applicable, were originally purchased; (f) by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of the Business Combination; (h) in the event of the Company’s liquidation prior to consummation the completion of the Company’s Business Combination; or (gi) by virtue in the event of the laws Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the State of Delaware public shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the Sponsor’s limited liability company agreement upon dissolution completion of the SponsorBusiness Combination; provided, however, that, in each the case of clauses (1) through (6), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Private Placement Warrants and Working Capital Warrants. The Private 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 Sponsor, Cantor or any Permitted Transferees (as defined below), as applicable, the Private 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 Private Placement Warrants and the Working Capital Warrants and any shares of Common Stock held by the Sponsor Sponsor, Cantor or any Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors, any affiliate of the Sponsor or to any member(s) of the Sponsor or any of their affiliates, or Cantor’s officers, directors and direct and or indirect equityholders; (b) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of such person; (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 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 Business Combination; or (g) by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; or (h) in the event of the Company’s liquidation, merger, capital stock exchange, reorganization or other similar transaction which results in all of its stockholders having the right to exchange their shares of common stock for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination (as defined below); provided, however, that, in each the case of clauses (a) through (e) or (g), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Private Placement Warrants and Working Capital Warrants. The Private 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 or any of its Permitted Transferees (as defined below), as applicable, the Private Placement Warrants and the Working Capital Warrants: (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c3.3.1(b) hereof, (ii) including the shares of Common Stock issuable upon exercise of the Private Placement Warrants and the Working Capital Warrants, may not be transferred, assigned or sold until the date that is 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 CompanyCompany (except as provided in Section 6.2); provided, however, that in the case of (ii) ), the Private Placement Warrants and the Working Capital Warrants and any shares of Common Stock held by the Sponsor or any its Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliate affiliates or family member members of any of the Company’s officers or directors, to the Sponsor, any affiliate members or partners of the Sponsor or to any member(s) of the Sponsor or any of their affiliates, officersor any affiliates of the Sponsor, directors and direct and indirect equityholdersor any employees of such affiliates; (b) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of such person; (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 consummation of an the Company’s initial Business Combination at prices no greater than the price at which the Warrants or shares of Common Stock were originally purchased; (f) in the event of the Company’s liquidation prior to consummation of the Company’s Business Combination; or (g) by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement of the Sponsor upon dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of its initial Business Combination; (h) in the event of the Company’s liquidation prior to the consummation of a Business Combination; or (i) in the event that, subsequent to the consummation of the Company’s initial Business Combination, the Company completes a liquidation, merger, capital stock exchange or other similar transaction which results in all of the Company’s public stockholders having the right to exchange their shares of Common Stock for cash, securities or other property; provided, however, that, in each the case these permitted of clauses (a) through (f), any such transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this AgreementAgreement and the other restrictions contained in the letter agreement, dated as of the date hereof, by and among the Company, the Sponsor and the Company’s officers and directors.

Private Placement Warrants and Working Capital Warrants. The Private 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 Sponsor, X. Xxxxx and/or its designees or any Permitted Transferees (as defined below), as applicable, the Private 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 Private Placement Warrants and the Working Capital Warrants and any shares of Common Stock held by the Sponsor Sponsor, X. Xxxxx and/or its designees or any Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors, any affiliate of the Sponsor or to any member(s) of the Sponsor or any of their affiliates, officers, directors and direct and indirect equityholdersequityholders of X. Xxxxx and/or its designees; (b) in the case of an individual, by gift to a member such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of such person; (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 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 Business Combination; or; (g) by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the SponsorSponsor or the organizational documents of X. Xxxxx upon dissolution of X. Xxxxx; or (h) in the event of the Company’s liquidation, merger, capital stock exchange, reorganization 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 initial Business Combination; provided, however, that, in each the case of clauses (a) through (e) or (g), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement. Notwithstanding the foregoing, with respect to any Private Placement Warrants held by X. Xxxxx and/or its designees, in addition to the foregoing restriction on transfer of the Private Placement Warrants, the Private Placement Warrants purchased by X. Xxxxx 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 public Offering, except to any member participating in the Offering and the officers or partners thereof. Additionally, the Private Placement Warrants purchased by X. Xxxxx 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 public Offering.

Private Placement Warrants and Working Capital Warrants. The Private Placement Warrants and the Working Capital Warrants shall be identical to the Public Warrants, except that so long as they are held by either the Sponsor or I-Bankers or any of their Permitted Transferees (as defined below), as applicable, the Private 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 the date that is 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 Private Placement Warrants and the Working Capital Warrants and any shares of Common Stock held by either the Sponsor or I-Bankers or any officers or directors of the Company, or any of their Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors, any affiliate of the Sponsor or to any member(s) members of the Sponsor or any of their affiliates, officers, directors and direct and indirect equityholders; (b) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of such person; (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 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 Business Combination; or (g) by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement of the Sponsor upon dissolution of the Sponsor; (g) in the event of the Company’s liquidation prior to the consummation of a Business Combination; or (h) in the event that, subsequent to the consummation of a Business Combination, the Company completes a liquidation, merger, share 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; provided, however, that, in each the case of clauses (a) through (f), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this AgreementAgreement and the other restrictions contained in the letter agreement, dated as of the date hereof, by and among the Company, its initial stockholders, the Sponsor and the Company’s officers and directors.

Private Placement Warrants and Working Capital Warrants. The Private 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 or any of its Permitted Transferees (as defined below), as applicable, the Private 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 Partnering Transaction (as defined below), and (iii) shall not be redeemable by the CompanyCompany pursuant to Section 6.1 hereof; provided, however, that in the case of (ii) ), the Private Placement Warrants and the Warrants, Working Capital Warrants and any shares of Common Stock Ordinary Shares held by the Sponsor or any of its Permitted Transferees, as applicable, Transferees and issued upon exercise of the Private Placement Warrants and the or Working Capital Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliate affiliates or family member members of any of the Company’s officers or directors, any affiliate of the Sponsor or to any member(s) members of the Sponsor or any of their affiliates, officers, directors and direct and indirect equityholders; (b) in the case of an individual, by gift to a member such of one of the members of the individual’s immediate family or to a trust, the beneficiary of which is a member of such one of the individual’s immediate family, an affiliate of such individual person or to a charitable organization; (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of such personthe 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 in connection with the consummation of an the Company’s initial Business Combination Partnering Transaction at prices no greater than the price at which the Ordinary Shares or the Warrants were originally purchased; (f) in the event of the Company’s liquidation prior to consummation the completion of the Company’s Business Combination; orinitial Partnering Transaction; (g) by virtue of the laws of the State of Delaware Cayman Islands or the Sponsor’s limited liability company partnership agreement upon dissolution of the Sponsor; (h) to the Company for no value for cancellation in connection with the consummation of our initial Partnering Transaction; or (i) in the event of the Company’s liquidation, merger, share capital exchange, reorganization or other similar transaction which results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property subsequent to the completion of the Company’s initial Partnering Transaction; provided, however, thatthat in the case of clauses (a) through (e), in each case these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the these transfer restrictions in this Agreementrestrictions.

Private Placement Warrants and Working Capital Warrants. The Private 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 initial purchasers or any of their respective Permitted Transferees (as defined below), as applicable, the Private Placement Warrants and the Working Capital Warrants: (i) may be exercised for cash or on a cashless basis, pursuant to subsection Section 3.3.1(c) hereof, (ii) may not be transferred, assigned or sold until thirty (30) 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 Private Placement Warrants and the Working Capital Warrants and any shares of Common Stock Ordinary Shares held by the Sponsor initial purchasers or any of their respective Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred by the holders thereof: (a) to 2.6.1 the Company’s officers or directorsdirectors or those of any Underwriter, any affiliate affiliates or family member of any members of the Company’s officers or directorsdirectors or those of any Underwriter, any affiliate of the Sponsor or to any member(s) members of the Sponsor or any Underwriter, or any affiliates of their affiliates, officers, directors and direct and indirect equityholders;the Sponsor or any Underwriter, (b) 2.6.2 in the case of an individual, by gift to a member such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual individual, or to a charitable organization; (c) 2.6.3 in the case of an individual, by virtue of the laws of descent and distribution upon death of such person; (d) 2.6.4 in the case of an individual, pursuant to a qualified domestic relations order; (e) 2.6.5 by private sales or transfers made in connection with any forward purchase agreement or similar arrangements or in connection with the consummation of an initial a Business Combination at prices no greater than the price at which the Warrants shares were originally purchased; (f) 2.6.6 in the event of the Company’s liquidation prior to consummation of the Company’s initial Business Combination; or (g) 2.6.7 by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the SponsorSponsor or the organizational documents of any Underwriter, upon dissolution of such Underwriter; provided, however, that, in each the case of Section 2.6.1 through Section 2.6.5 or Section 2.6.7, these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this AgreementAgreement (including provisions relating to voting, the Trust Account and liquidation distributions described elsewhere in the Prospectus). Notwithstanding the foregoing, with respect to any Private Placement Warrants held by the Underwriters and/or their designees, in addition to the foregoing restriction on transfer of the Private Placement Warrants, the Private 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 Private Placement Warrants purchased by the Underwriters and/or their 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.

Private Placement Warrants and Working Capital Warrants. The Private 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 original purchasers thereof or any Permitted Transferees (as defined below), as applicable, the Private 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 CompanyCompany pursuant to Section 6.1 hereof; provided, however, that in the case of clause (ii) the Private Placement Warrants and the Working Capital Warrants and any shares of Common Stock held by the Sponsor or any Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants and or the Working Capital Warrants Warrants, that in each case, are held by the original purchasers thereof or any Permitted Transferees may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors, any affiliate of the Sponsor or to any member(s) of the Sponsor or any of their affiliates, officers, directors and direct and indirect equityholders; (b) in the case of an individual, by gift to a member such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of such person; (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 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 Business Combination; or; (g) by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; or (h) in the event of the Company’s liquidation, merger, capital stock exchange, reorganization 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 our completion of our initial business combination; provided, however, that, in each the case of clauses (a) through (e) or (g), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Private Placement Warrants and Working Capital Warrants. The Private 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 either Purchaser or any Permitted Transferees (as defined below), as applicable, the Private 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 the date that is 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 CompanyCompany (except as provided in Section 6.2); provided, however, that in the case of (ii) ), the Private Placement Warrants and the Working Capital Warrants and any shares of Common Stock held by either Purchaser or any officers or directors of the Sponsor Company, or any Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliate affiliates or family member members of any of the Company’s officers or directors, to the Sponsor, any affiliate members or partners of the Sponsor or to any member(s) of the Sponsor or any of their affiliates, officers, directors and direct and indirect equityholdersor any affiliates of the Sponsor; (b) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of such person; (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 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 Business Combination; or (g) by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement of the Sponsor upon dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of a Business Combination; (h) in the event of the Company’s liquidation prior to the consummation of a Business Combination; or (i) in the event that, subsequent to the consummation of a Business Combination, the Company completes a liquidation, merger, share 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; provided, however, that, in each the case of clauses (a) through (f), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this AgreementAgreement and the other restrictions contained in the letter agreement, dated as of the date hereof, by and among the Company, the Sponsor and the Company’s officers and directors.

Private Placement Warrants and Working Capital Warrants. The Private Placement Warrants and the Working Capital Warrants shall be identical to the Public Warrants, except that so long as they are held by until the Sponsor or any Permitted Transferees (as defined below), as applicable, the Private 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 date that is 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 Private Placement Warrants and the Working Capital Warrants and any shares of Common Stock held by the Sponsor may not be transferred, assigned or any Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred sold by the holders thereof, other than: (a) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors, any affiliate of the Sponsor or to any member(s) members of the Sponsor or any of their affiliates, officers, directors and direct and indirect equityholders; (b) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of such person; (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 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) by virtue of the laws of the Cayman Islands or the limited liability company agreement of the Sponsor upon dissolution of the Sponsor; (g) in the event of the Company’s liquidation prior to the consummation of the Company’s a Business Combination; or (gh) by virtue in the event that, subsequent to the consummation of a Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of the laws of Company’s shareholders having the State of Delaware right to exchange their Ordinary Shares for cash, securities or the Sponsor’s limited liability company agreement upon dissolution of the Sponsorother property; provided, however, that, in each the case of clauses (a) through (f), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this AgreementAgreement and the other restrictions contained in the letter agreement, dated as of the date hereof, by and among the Company, the Sponsor and the Company’s officers and directors.

Private Placement Warrants and Working Capital Warrants. The Private 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 original holders thereof or any their Permitted Transferees (as defined below), as applicable, the Private 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 the Initial Business Combination (as defined below)Combination, and (iii) shall not be redeemable by the CompanyCompany pursuant to Section 6.1 hereof; provided, however, that in the case of clause (ii) ), the Private Placement Warrants and Warrants, the Working Capital Warrants and any shares of Common Stock held by the Sponsor or any Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants and or the Working Capital Warrants that, in each case, are held by the original holders of the Private Placement Warrants or the Working Capital Warrants, as the case may be, or any of their Permitted Transferees may be transferred by the holders thereofthereof prior to that thirtieth day: (a) to the Company’s officers or directors, any affiliate affiliates or family member members of any of the Company’s officers or directors, any affiliate of the Sponsor or to any member(s) members of the Sponsor or any affiliates of their affiliates, officers, directors and direct and indirect equityholdersthe Sponsor; (b) in the case of an individual, by gift to a member such of the individual’s immediate family or to a trust, the beneficiary of which is a member of such the individual’s immediate family, family or an affiliate of such the individual or to a charitable organization; (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of such personthe 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 consummation of an initial the Initial Business Combination at prices no greater than the price at which the Private Placement Warrants, the Working Capital Warrants or the shares of Common Stock, as the case may be, were originally purchased; (f) in the event of the Company’s liquidation prior to the consummation of the Company’s a Business Combination; or; (g) by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; (h) in the event of the Company’s completion of a liquidation, merger, capital stock exchange, reorganization 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 completion of the Initial Business Combination; or (i) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (a) through (h) above, provided, however, that, in each the case these permitted of clauses (a) through (e) and (i), any such transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the these transfer restrictions in this Agreementrestrictions.

Private Placement Warrants and Working Capital Warrants. The Private 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 or any of its Permitted Transferees (as defined below), as applicable, the Private Placement Warrants and the Working Capital Warrants) they: (i) may be exercised for cash or on a “cashless basis, ,” pursuant to subsection 3.3.1(c3.3.1(b) hereof, (ii) including the Ordinary Shares issuable upon their exercise, 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)Combination, and (iii) shall not be redeemable by the CompanyCompany 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 notwithstanding the restriction in the case of clause (ii) ), the Private Placement Warrants and the Working Capital Warrants and any shares of Common Stock held by the Sponsor or any Permitted Transferees, as applicable, and Ordinary Shares issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors, any affiliate members or partners of the Sponsor or to any member(s) of the Sponsor or any of their affiliates, officersany affiliates of the Sponsor, directors and direct and indirect equityholdersor any employees of such affiliates; (b) in the case of an individual, by gift to a member such of one of the individual’s immediate family family, any estate planning vehicle or to a trust, the beneficiary of which is a member of such the individual’s immediate family, an affiliate of such individual person or to a charitable organization; (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of such personthe 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 agreement or in connection with the consummation of an initial the Company’s Business Combination at prices no greater than the price at which the Private Placement Warrants, the Working Capital Warrants or the Ordinary Shares, as applicable, were originally purchased; (f) pro rata distributions from the Sponsor to its members, partners, or shareholders pursuant to the Sponsor’s operating agreement; (g) by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (h) to the Company for no value for cancellation in connection with the consummation of our initial Business Combination; (i) in the event of the Company’s liquidation prior to consummation the completion of the Company’s its initial Business Combination; or (gj) by virtue in the event of the laws Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the State of Delaware public shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the Sponsor’s limited liability company agreement upon dissolution completion of the SponsorCompany’s initial Business Combination; provided, howeverfurther, that, in each the case of clauses (a) through (g), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Private Placement Warrants and Working Capital Warrants. The Private 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 Sponsor, the Anchor Investor or any officers or directors of the Company, or any of their Permitted Transferees (as defined below), as applicable, the Private 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 CompanyCompany (except as provided in Section 6.2); provided, however, that in the case of (ii) ), the Private Placement Warrants and the Working Capital Warrants and any shares of Common Stock held by the Sponsor or any officers or directors of the Company, or any of their Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants and the or Working Capital Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliate affiliates or family member members of any of the Company’s officers or directors, any affiliate of the Sponsor or the Anchor Investor, or to any member(s) of the Sponsor Sponsor, the Anchor Investor or any of their affiliates, officers, directors and direct and indirect equityholders; (b) in the case of an individual, by gift to a member such of the individual’s immediate family or family, to a trust, the beneficiary of which is a member of such the individual’s immediate family, or an affiliate of such individual person, or to a charitable organization; (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of such personindividual; (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 consummation of an the Company’s 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 the completion of the Company’s initial Business Combination; or; (g) by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; or (h) to the Anchor Investor’s affiliates, to any investment fund or other entity controlled or managed by the Anchor Investor, or to any investment manager or investment advisor of the Anchor Investor or any affiliate of any such investment manager or investment advisor. provided, however, that, in each the case of clauses (a) through (e), (g) or (h), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Private Placement Warrants and Working Capital Warrants. The Private 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 or any Permitted Transferees (as defined below), as applicable, the Private 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) including the shares of Common Stock issuable upon exercise of the Private Placement Warrants and the Working Capital Warrants, subject to certain exceptions, 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 CompanyCompany pursuant to Section 6.1 hereof; provided, however, that in the case of (ii) ), the Private Placement Warrants and the Working Capital Warrants and any shares of Common Stock held by the Sponsor or any Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors, any affiliate of the Sponsor or to any member(s) of the Sponsor or any of their affiliates, officers, directors and direct and indirect equityholders; (b) in the case of an individual, by gift to a member such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of such person; (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 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 Business Combination; or (g) by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement upon liquidation or dissolution of the Sponsor; (h) in the event of the Company’s liquidation, merger, capital stock exchange, reorganization 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 completion of its initial Business Combination; or (i) to the Company for no value for cancellation in connection with the consummation of the Company’s initial Business Combination; provided, however, that, in each the case of clauses (a) through (e) or (g), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Private Placement Warrants and Working Capital Warrants. The Private 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 or any of its Permitted Transferees (as defined below), as applicable, the Private 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) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants and Working Capital 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)Combination, and (iii) shall not be redeemable by the CompanyCompany 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 Private Placement Warrants and the Working Capital Warrants and any shares of Common Stock Ordinary Shares held by the Sponsor or any of its Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors, any affiliate of the Sponsor or to any member(s) of the Sponsor or any of their affiliates, officers, directors and direct and indirect equityholders; (b) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of such person; (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 in connection with the consummation of an initial Business Combination at prices no greater than the price at which the Ordinary Shares or Warrants were originally purchased; (f) in the event of the Company’s liquidation prior to consummation of the Company’s Business Combination; or (g) by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement of the Sponsor upon dissolution of the Sponsor; (g) in the event of the Company’s liquidation prior to the consummation of a Business Combination; and (h) in the event that, subsequent to the consummation of an initial Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their Ordinary Shares for cash, securities or other property; provided, however, that, in each the case of clauses (a) through (f), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this AgreementAgreement and the other restrictions contained in the letter agreement, dated as of the date hereof, by and among the Company, the Sponsor and the Company’s officers and directors.

Private Placement Warrants and Working Capital Warrants. The Private Placement Warrants and the Working Capital Warrants shall be identical to the Public Warrants, except that that, so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below), as applicable, ) the Private Placement Warrants and the Working Capital Warrants: 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)Combination, including the Ordinary Shares issuable upon exercise of the Private Placement Warrants or the Working Capital Warrants, and (iii) shall not be redeemable by the Company, including pursuant to Section 6.1; provided, however, that that, in the case of clause (ii) ), the Private Placement Warrants and the Working Capital Warrants and any shares of Common Stock held by the Sponsor or any Permitted Transferees, as applicable, and Ordinary Shares issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliate affiliates or family member members of any of the Company’s officers or directors, any affiliate direct or indirect members or partners of the Sponsor or their respective affiliates, any affiliates of the Sponsor, any funds and accounts managed or advised by Centerbridge Partners, L.P. and its affiliates, and to direct or indirect members or partners of such funds and accounts or any member(s) affiliates thereof, any employees of such affiliates or any funds or accounts advised by the Sponsor or any of their its affiliates, officers, directors and direct and indirect equityholders; (b) in the case of an individual, by gift to a member such of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of such the individual’s immediate family, an affiliate of such individual person or to a charitable organization; (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of such personthe individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales transfers or by other transfers made in connection with the consummation of an initial the Business Combination at prices no greater than the price at which the Private Placement Warrants or Ordinary Shares, as applicable, were originally purchased; (f) by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of the Business Combination; (h) in the event of the Company’s liquidation prior to consummation the completion of the Company’s Business Combination; or (gi) by virtue in the event of the laws Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the State of Delaware public shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the Sponsor’s limited liability company agreement upon dissolution completion of the SponsorBusiness Combination; provided, however, that, in each the case of clauses (1) through (6), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Private Placement Warrants and Working Capital Warrants. The Other than with respect to Warrant Price (as defined below) and Exercise Period (as defined below), as described in Sections 3.1 and 3.2, the Private Placement Warrants and the Working Capital Warrants shall be identical to the Public Warrants, except that so long as they are held by either the Sponsor Sponsor, the Underwriters or any of their respective Permitted Transferees (as defined below), as applicable, the Private 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 the date that is 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 CompanyCompany and (iv) so long as they are held by the Underwriters or their Permitted Transferees, will not be exercisable more than five years from the effective date of the Registration Statement in accordance with FINRA Rule 5110(f)(2)(G)(i); provided, however, that in the case of (ii) the Private Placement Warrants and the Working Capital Warrants and any shares of Common Stock held by either the Sponsor or any officers or directors of the Company, or any Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors, any affiliate of the Sponsor or to any member(s) members of the Sponsor or any of their affiliates, officers, directors and direct and indirect equityholders; (b) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of such person; (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 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 Business Combination; or (g) by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement of the Sponsor upon dissolution of the Sponsor; (g) in the event of the Company’s liquidation prior to the consummation of a Business Combination; or (h) in the event that, subsequent to the consummation of a Business Combination, the Company completes a liquidation, merger, share 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; provided, however, that, in each the case of clauses (a) through (f), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this AgreementAgreement and the other restrictions contained in the letter agreement, dated as of the date hereof, by and among the Company, the Sponsor and the Company’s officers and directors.

Private Placement Warrants and Working Capital Warrants. The Private 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 or any of its Permitted Transferees (as defined below), as applicable, the Private Placement Warrants and the Working Capital Warrants: (i) may shall not be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, redeemable by the Company; (ii) may not (including the Ordinary Shares issued upon exercise of the Private Placement Warrants and the Working Capital Warrants) be transferred, assigned or sold until the date that is thirty (30) days after the completion by the Company of an initial Business Combination (as defined below), ; and (iii) shall not may be redeemable by the Companyexercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof; provided, however, that in the case of (ii) ), the Private Placement Warrants and Warrants, the Working Capital Warrants and any shares of Common Stock Ordinary Shares held by the Sponsor or any of its Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants and or the Working Capital Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors, any affiliate members or partners of the Sponsor or to any member(s) of the Sponsor or any of their affiliates, officersany affiliates of the Sponsor, directors and direct and indirect equityholdersor any employees of such affiliates; (b) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of such person; (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 in connection with the consummation of an initial Business Combination at prices no greater than the price at which the Ordinary Shares or Warrants were originally purchased; (f) by virtue of the laws of the Cayman Islands or the limited partnership agreement of the Sponsor upon dissolution of the Sponsor; (g) in the event of the Company’s liquidation prior to the consummation of the Company’s Business Combination; or (gh) by virtue in the event that, subsequent to the consummation of an initial Business Combination, the laws Company completes a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the State of Delaware right to exchange their Ordinary Shares for cash, securities or the Sponsor’s limited liability company agreement upon dissolution of the Sponsorother property; provided, however, that, in each the case of clauses (a) through (f), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this AgreementAgreement and the other restrictions contained in the letter agreement, dated as of the date hereof, by and among the Company, the Sponsor and the Company’s officers and directors.

Private Placement Warrants and Working Capital Warrants. The Private 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 Sponsor, the Representative or any of their respective Permitted Transferees (as defined below), as applicable, the Private 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) including the Common Stock issuable upon exercise of the Private Placement Warrants and the Working Capital 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 CompanyCompany pursuant to Section 6.1 hereof and (iv) so long as they are held by the Representative or their Permitted Transferees, will not be exercisable more than five years from the effective date of the Registration Statement in accordance with FINRA Rule 5110(f)(2)(G)(i); provided, however, that in the case of (ii) ), the Private Placement Warrants and Warrants, the Working Capital Warrants and any shares of Common Stock held by the Sponsor Sponsor, the Representative or any of their respective Permitted Transferees, as applicable, and any shares of Common Stock issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors, any affiliate of the Sponsor or to any member(s) of the Sponsor or any of their affiliates, affiliates or any affiliate of the Representative or to any of the Representative’s officers, directors and direct and indirect equityholdersor member(s) or any of their respective affiliates; (b) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of such person; (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 consummation of an the Company’s initial Business Combination at prices no greater than the price at which the Private Placement Warrants, the Working Capital Warrants or Common Stock, as applicable, were originally purchased; (f) by virtue of the laws of the State of Delaware or the respective organizational documents of the Sponsor or the Representative upon liquidation or dissolution of the Sponsor, the Representative, as applicable; (g) in the event of the Company’s liquidation prior to consummation of the Company’s Business Combination; (h) to the Company for no value for cancellation in connection with the consummation of an initial Business Combination; or (gi) by virtue in the event that, subsequent to the consummation of a Business Combination, the Company completes a liquidation, merger, capital stock exchange or other similar transaction which results in all of the laws of Company’s stockholders having the State of Delaware right to exchange their Common Stock for cash, securities or the Sponsor’s limited liability company agreement upon dissolution of the Sponsorother property; provided, however, that, in each the case of clauses (a) through (f), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this AgreementAgreement and the other restrictions contained in the letter agreement, dated the date hereof, by and among the Company, the Sponsor and the Company’s officers and directors. Notwithstanding the foregoing, with respect to any Private Placement Warrants held by the Representative and/or its designees or affiliates, in addition to the foregoing restriction on transfer of the Private Placement Warrants, the Private Placement Warrants purchased by the Representative and/or its designees or affiliates are subject to Rule 5110(g) of the FINRA Manual and 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, subject to certain limited exceptions in accordance with FINRA Rule 5110(g)(2). Additionally, the Private Placement Warrants purchased by the Representative and/or its designees or affiliates 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.

Private Placement Warrants and Working Capital Warrants. The Private Placement Warrants and the Working Capital Warrants shall be identical to the Public Warrants, except that so long as they are held by until the Sponsor or any Permitted Transferees (as defined below), as applicable, the Private 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 date that is 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 Private Placement Warrants and the Working Capital Warrants and any shares of Common Stock held by the Sponsor or any Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may not be transferred transferred, assigned or sold by the holders thereof, other than: (a) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors, any affiliate of the Sponsor or Cantor or to any member(s) members of the Sponsor Sponsor, Cantor or any of their affiliates, officers, directors and direct and indirect equityholders; (b) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of such person; (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 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) by virtue of the laws of the Delaware or the limited liability company agreement of the Sponsor upon dissolution of the Sponsor; (g) in the event of the Company’s liquidation prior to the consummation of the Company’s a Business Combination; or (gh) by virtue in the event that, subsequent to the consummation of a Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of the laws of Company’s shareholders having the State of Delaware right to exchange their Ordinary Shares for cash, securities or the Sponsor’s limited liability company agreement upon dissolution of the Sponsorother property; provided, however, that, in each the case of clauses (a) through (f), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this AgreementAgreement and the other restrictions contained in the letter agreement, dated as of the date hereof, by and among the Company, the Sponsor and the Company’s officers and directors.

Private Placement Warrants and Working Capital Warrants. The Private 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 Initial Purchasers or any of their Permitted Transferees (as defined below), as applicable, the Private 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 (including the Class A Shares issued upon exercise of the Private Placement Warrants and Working Capital Warrants) be transferred, assigned or sold until the date that is thirty (30) days after the completion by the Company of an initial Business Combination (as defined below), and Combination; (iii) shall not be redeemable by the CompanyCompany 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 (ii) ), the Private Placement Warrants and the Working Capital Warrants and any shares of Common Stock Class A Shares held by the Sponsor Initial Purchasers or any of their Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred by the holders thereof: (a) 2.6.1. to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors, any affiliate members or partners of the Sponsor or to any member(s) of the Sponsor or any of their affiliates, officersany affiliates of the Sponsor, directors and direct and indirect equityholdersor any employees of such affiliates; (b) 2.6.2. in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (c) 2.6.3. in the case of an individual, by virtue of the laws of descent and distribution upon death of such person; (d) 2.6.4. in the case of an individual, pursuant to a qualified domestic relations order; (e) 2.6.5. by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of an initial Business Combination at prices no greater than the price at which the Class A Shares or Warrants were originally purchased; (f) 2.6.6. by virtue of the laws of the Cayman Islands or the limited liability company agreement of the Sponsor upon dissolution of the Sponsor; 2.6.7. in the event of the Company’s liquidation prior to the consummation of the Company’s a Business Combination; orand (g) by virtue 2.6.8. in the event that, subsequent to the consummation of an initial Business Combination, the laws Company completes a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the State of Delaware right to exchange their Class A Shares for cash, securities or the Sponsor’s limited liability company agreement upon dissolution of the Sponsorother property; provided, however, that, in each the case of clauses 2.6.1 through 2.6.6, these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this AgreementAgreement and the other restrictions contained in the letter agreement, dated as of the date hereof, by and among the Company, the Sponsor and the Company’s officers and directors.

Private Placement Warrants and Working Capital Warrants. The Private 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 or any of its Permitted Transferees (as defined below), as applicable, the Private 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 Private Placement Warrants and the Working Capital Warrants and any shares of Common Stock held by the Sponsor or any of its Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliate affiliates or family member members of any of the Company’s officers or directors, any affiliate members of the Sponsor Sponsor, or to any member(s) affiliates of the Sponsor or any of their affiliates, officers, directors and direct and indirect equityholdersSponsor; (b) in the case of an individual, transfers by gift to a member such of the individual’s immediate family or family, to a trust, the beneficiary of which is a member of such one of the individual’s immediate family, family or an affiliate of such individual person, or to a charitable organization; (c) in the case of an individual, transfers by virtue of the laws of descent and distribution upon death of such person; (d) in the case of an individual, transfers pursuant to a qualified domestic relations order; (e) transfers by virtue of the laws of Delaware or the Sponsor’s operating agreement upon dissolution of the Sponsor; (f) transfers by private sales or transfers made in connection with the consummation of an the Company’s initial Business Combination at prices no greater than the price at which the Warrants securities were originally purchased; (fg) transfers in the event of the Company’s liquidation prior to consummation the completion of the Company’s initial Business Combination; (h) in the event of the Company’s completion of a liquidation, merger, stock exchange, reorganization 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 completion of the Company’s initial Business Combination; orand (gi) by virtue to a nominee or custodian of the laws of the State of Delaware a person or the Sponsor’s limited liability company agreement upon dissolution of the Sponsorentity to whom a disposition or transfer would be permissible under clauses (a) through (h) above; provided, however, that, in each the case of clauses (a) through (d), (f) and (i), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Private Placement Warrants and Working Capital Warrants. The Private 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 or any Permitted Transferees (as defined below), as applicable, the Private 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 Private Placement Warrants and the Working Capital Warrants and any shares of Common Stock held by the Sponsor or any Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors, any affiliate of the Sponsor or to any member(s) of the Sponsor or any of their affiliates, officers, directors and direct and indirect equityholders; (b) in the case of an individual, by gift to a member such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of such person; (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 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 Business Combination; or (g) by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; provided, however, that, in each case these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Private Placement Warrants and Working Capital Warrants. The Private 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 or any of their Permitted Transferees (as defined below), as applicable, the Private 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 the date that is 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 Private Placement Warrants and the Working Capital Warrants and any shares of Common Stock held by the Sponsor or any officers or directors of the Company, or any Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors, any affiliate of the Sponsor or to any member(s) members of the Sponsor or any of their affiliates, officers, directors and direct and indirect equityholders; (b) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of such person; (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 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 Business Combination; or (g) by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement of the Sponsor upon dissolution of the Sponsor; (g) in the event of the Company’s liquidation prior to the consummation of a Business Combination; or (h) in the event that, subsequent to the consummation of a Business Combination, the Company completes a liquidation, merger, share 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; provided, however, that, in each the case of clauses (a) through (f), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this AgreementAgreement and the other restrictions contained in the letter agreement, dated as of the date hereof, by and among the Company, the Sponsor and the Company’s officers and directors.

Private Placement Warrants and Working Capital Warrants. The Private 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 or any of its Permitted Transferees (as defined below), as applicable, the Private Placement Warrants and the Working Capital Warrants: (i) may shall not be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, redeemable by the Company; (ii) may not (including the Ordinary Shares issued upon exercise of the Private Placement Warrants and the Working Capital Warrants) be transferred, assigned or sold until the date that is thirty (30) days after the completion by the Company of an initial Business Combination (as defined below), ; and (iii) shall not may be redeemable by the Companyexercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof; provided, however, that in the case of (ii) ), the Private Placement Warrants and the Working Capital Warrants and any shares of Common Stock Ordinary Shares held by the Sponsor or any of its Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors, any affiliate of the Sponsor or to any member(s) of the Sponsor or any of their affiliates, officers, directors and direct and indirect equityholders; (b) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of such person; (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 in connection with the consummation of an initial Business Combination at prices no greater than the price at which the Ordinary Shares or Warrants were originally purchased; (f) by virtue of the laws of the Cayman Islands or the limited liability company agreement of the Sponsor upon dissolution of the Sponsor; (g) in the event of the Company’s liquidation prior to the consummation of the Company’s a Business Combination; orand (gh) by virtue in the event that, subsequent to the consummation of an initial Business Combination, the laws Company completes a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the State of Delaware right to exchange their Ordinary Shares for cash, securities or the Sponsor’s limited liability company agreement upon dissolution of the Sponsorother property; provided, however, that, in each the case of clauses (a) through (f), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this AgreementAgreement and the other restrictions contained in the letter agreement, dated as of the date hereof, by and among the Company, the Sponsor and the Company’s officers and directors.

Private Placement Warrants and Working Capital Warrants. The Private 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 or any Permitted Transferees Transferee (as defined below), as applicable, the Private 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) hereofcash, (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 CompanyCompany pursuant to Section 6.1; provided, however, that in the case of (ii) ), the Private Placement Warrants and the Working Capital Warrants and any shares of Common Stock held by the Sponsor or any of its Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliate affiliates or family member members of any of the Company’s officers or directors, any affiliate members of the Sponsor or to any member(s) of the Sponsor our sponsor or any employee or partner of their affiliatesany such affiliate, officers, directors and direct and indirect equityholdersor any affiliates of our sponsor; (b) in the case of an individual, by gift to a member such of the individual’s immediate family or to a trust, the beneficiary of which is a member of such the individual’s immediate family, family or an affiliate of such individual person, or to a charitable organization; (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of such personthe individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales transfers or by other transfers made in connection with the consummation of an initial Business Combination a business combination at prices no greater than the price at which the Warrants securities were originally purchased; (f) in the event of the Company’s liquidation prior to consummation the completion of the Company’s Business Combination; orinitial business combination; (g) by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement agreement, as amended, upon dissolution of the Sponsor; or (h) in the event of the Company’s completion of a liquidation, merger, stock exchange, reorganization or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Class A Common Stock for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that, that in each the case of clauses (a) through (e) these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the these transfer restrictions and the other applicable restrictions contained in this Agreement; and (i) As used herein “Affiliate” means, with respect to any holder any other person who, directly or indirectly (including through one or more intermediaries), controls, is controlled by, or is under common control with, such person. For purposes of this definition, “control,” when used with respect to any specified person, shall mean the power, direct, or indirect, to direct or cause the direction of the management and policies of such person, whether through ownership of voting securities or partnership or other ownership interests, by contract or otherwise; and the terms “controlling” and “controlled” shall have correlative means.

Private Placement Warrants and Working Capital Warrants. The Private 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 or any Permitted Transferees (as defined below), ) as applicable, the Private 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) the date that is 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 Private Placement Warrants and the Working Capital Warrants and any shares of Common Stock held by the Sponsor or any Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors, any affiliate of the Sponsor or to any member(s) members of the Sponsor or any of their affiliates, officers, directors and direct and indirect equityholdersSponsor; (b) in the case of an individual, by gift to a member such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of such person; (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 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 the consummation of the Company’s a Business Combination; or; (g) by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement of the Sponsor upon dissolution of the Sponsor; or (h) in the event that, subsequent to the Company's consummation of an initial Business Combination (as defined below), the Company completes a liquidation, merger, capital stock exchange or other similar transaction which results in all of the Company's stockholders having the right to exchange their Common Stock for cash, securities or other property. provided, however, that, in each the case of clauses (a) through (e) or (g), these permitted transferees (the “"Permitted Transferees”") must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this AgreementAgreement and the other restrictions contained in the letter agreement, dated as of the date hereof, by and among the Company, the Sponsor and the Company's officers and directors.

Private Placement Warrants and Working Capital Warrants. The Private 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 or any Permitted Transferees (as defined below), as applicable, the Private 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) including the Common Stock issuable upon exercise of the Private Placement Warrants and the Working Capital 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 pursuant to an effective registration statement or an applicable exemption from registration, and (iii) shall not be redeemable by the Company; provided, however, that in the case of (ii) ), the Private Placement Warrants and Warrants, the Working Capital Warrants and any shares of Common Stock held by the Sponsor or any of its Permitted Transferees, as applicable, and any shares of Common Stock issued upon exercise of the Private Placement Warrants and the Working Capital Warrants Warrants, may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors, any affiliate of the Sponsor or to any member(s) of the Sponsor or any of their affiliates, officers, directors and direct and indirect equityholders; (b) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of such person; (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 consummation of an the Company’s initial Business Combination at prices no greater than the price at which the Private Placement Warrants, the Working Capital Warrants or Common Stock, as applicable, were originally purchased; (f) by virtue of the laws of the State of Delaware or the organizational documents of the Sponsor upon liquidation or dissolution of the Sponsor; (g) in the event of the Company’s liquidation prior to consummation of the Company’s Business Combination; (h) to the Company for no value for cancellation in connection with the consummation of an initial Business Combination; or (gi) by virtue in the event that, subsequent to the consummation of a Business Combination, the Company completes a liquidation, merger, capital stock exchange or other similar transaction which results in all of the laws of Company’s stockholders having the State of Delaware right to exchange their Common Stock for cash, securities or the Sponsor’s limited liability company agreement upon dissolution of the Sponsorother property; provided, however, that, in each the case of clauses (a) through (f), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this AgreementAgreement and the other restrictions contained in the letter agreement, dated the date hereof, by and among the Company, the Sponsor and the Company’s officers and directors.

Private Placement Warrants and Working Capital Warrants. The Private 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 or any of its Permitted Transferees (as defined below), as applicable, the Private 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) including the Common Stock issuable upon exercise of the Private Placement Warrants and the Working Capital 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 CompanyCompany pursuant to Section 6.1 hereof; provided, however, that in the case of (ii) the Private Placement Warrants and Warrants, the Working Capital Warrants and any shares of Common Stock held by the Sponsor or any of its Permitted Transferees, as applicable, and any shares of Common Stock issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors, any affiliate of the Sponsor or to any member(s) of the Sponsor or any of their affiliates, officers, directors and direct and indirect equityholders; (b) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of such person; (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 consummation of an the Company’s initial Business Combination at prices no greater than the price at which the Private Placement Warrants, the Working Capital Warrants or Common Stock, as applicable, were originally purchased; (f) by virtue of the laws of the State of Delaware or the organizational documents of the Sponsor upon liquidation or dissolution of the Sponsor; (g) in the event of the Company’s liquidation prior to consummation of the Company’s Business Combination; (h) to the Company for no value for cancellation in connection with the consummation of an initial Business Combination; or (gi) by virtue in the event that, subsequent to the consummation of a Business Combination, the Company completes a liquidation, merger, capital stock exchange or other similar transaction which results in all of the laws of Company’s stockholders having the State of Delaware right to exchange their Common Stock for cash, securities or the Sponsor’s limited liability company agreement upon dissolution of the Sponsorother property; provided, however, that, in each the case of clauses (a) through (f), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this AgreementAgreement and the other restrictions contained in the letter agreement, dated the date hereof, by and among the Company, the Sponsor and the Company’s officers and directors.

Private Placement Warrants and Working Capital Warrants. The Private Placement Warrants and the Working Capital Warrants shall be identical to the Public Warrants, except that that, so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below), as applicable, ) the Private Placement Warrants and the Working Capital Warrants: 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)Combination, including the Ordinary Shares issuable upon exercise of the Private Placement Warrants or the Working Capital Warrants, and (iii) shall not be redeemable by the Company, including pursuant to Section 6.1; provided, however, that that, in the case of clause (ii) ), the Private Placement Warrants and the Working Capital Warrants and any shares of Common Stock held by the Sponsor or any Permitted Transferees, as applicable, and Ordinary Shares issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliate affiliates or family member members of any of the Company’s officers or directors, any affiliate direct or indirect members or partners of the Sponsor or to their respective affiliates, any member(s) affiliates of the Sponsor, any employees of such affiliates or any funds or accounts advised by the Sponsor or any of their its affiliates, officers, directors and direct and indirect equityholders; (b) in the case of an individual, by gift to a member such of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of such the individual’s immediate family, an affiliate of such individual person or to a charitable organization; (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of such personthe individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales transfers or by other transfers made in connection with the consummation of an initial the Business Combination at prices no greater than the price at which the Private Placement Warrants or Ordinary Shares, as applicable, were originally purchased; (f) by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of the Business Combination; (h) in the event of the Company’s liquidation prior to consummation the completion of the Company’s Business Combination; or (gi) by virtue in the event of the laws Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the State of Delaware public shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the Sponsor’s limited liability company agreement upon dissolution completion of the SponsorBusiness Combination; provided, however, that, in each the case of clauses (1) through (6), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Private Placement Warrants and Working Capital Warrants. The Private 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 or any Permitted Transferees (as defined below), as applicable, the Private 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 Private Placement Warrants and the Working Capital Warrants and any shares of Common Stock held by the Sponsor or any Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors, any affiliate of the Sponsor or to any member(s) of the Sponsor or any of their affiliates, officers, directors and direct and indirect equityholdersSponsor; (b) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of such person; (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 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 Business Combination; or (g) by virtue of the laws of the State of Delaware Florida or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; provided, however, that, in each the case of clauses (a) through (e) or (g), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this AgreementAgreement and the other restrictions contained in the letter agreement, dated as of the date hereof, by and among the Company, the Sponsor, and the Company’s directors and officers and by the same agreements entered into by the Sponsor with respect to such securities (including provisions relating to voting, the trust account, and liquidation distributions described elsewhere in the Prospectus).

Private Placement Warrants and Working Capital Warrants. The Private 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 Sponsor, the Company’s officers or directors or any of their Permitted Transferees (as defined below), as applicable, ) the Private 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 the date that is 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 Private Placement Warrants and Warrants, the Working Capital Warrants and any shares of Common Stock held by the Sponsor Sponsor, the Company’s officers or any directors or their Permitted Transferees, as applicable, Transferees and issued upon exercise of the Private Placement Warrants and or the Working Capital Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors, directors or any affiliate of the Sponsor or to any member(s) member of the Sponsor or any of their affiliates, officers, directors and direct and indirect equityholdersSponsor; (b) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of such person; (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 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 Business Combination; or (g) by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; (g) in the event of the Company’s liquidation prior to the consummation of the Company’s Business Combination; or (h) in the event that, subsequent to the consummation of an initial Business Combination, the Company completes a liquidation, merger, capital stock exchange, reorganization 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; provided, however, that, in each the case of clauses (a) through (f), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Private Placement Warrants and Working Capital Warrants. The Private 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 original purchasers thereof or any Permitted Transferees (as defined below), as applicable, the Private Placement Warrants and the Working Capital Warrants) they: (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) including the shares of Common Stock issuable upon exercise of the Private Placement Warrants and the Working Capital Warrants, subject to certain exceptions, 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)Combination, and (iii) shall not be redeemable by the CompanyCompany pursuant to Section 6.1 hereof; provided, however, that in the case of (ii) ), the Private Placement Warrants and the Working Capital Warrants and any shares of Common Stock held by the Sponsor or any Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants and or the Working Capital Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliate affiliates or family member members of any of the Company’s officers or directors, the Sponsor, any affiliate of the Sponsor or to Sponsor, any member(s) of the Sponsor or any affiliates of their affiliates, officers, directors such members and direct funds and indirect equityholdersaccounts advised by such members; (b) in the case of an individual, by gift to a member such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of such person; (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 consummation of an initial Business Combination at prices no greater than the price at which the Warrants securities were originally purchased; (f) to an entity that is an Affiliate of such holder; (g) in the event of the Company’s liquidation prior to consummation of the Company’s initial Business Combination; or; (gh) by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement upon liquidation or dissolution of the Sponsor; (i) to the Anchor Investor’s affiliates, to any investment fund or other entity controlled or managed by the Anchor Investor, or to any investment manager or investment advisor of the Anchor Investor or an affiliate of any such investment manager or investment advisor; (j) in the event of the Company’s liquidation, merger, capital stock exchange, reorganization 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 completion of its initial Business Combination; provided, however, that, or (k) to the Company for no value for cancellation in each case these permitted transferees (the “Permitted Transferees”) must enter into a written agreement connection with the Company agreeing to be bound by consummation of the transfer restrictions in this Agreement.Company’s initial Business Combination;

Private Placement Warrants and Working Capital Warrants. The Private 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 or any of its Permitted Transferees (as defined below), as applicable, the Private Placement Warrants and the Working Capital Warrants: (i) may shall not be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, redeemable by the Company; (ii) may not (including the Ordinary Shares issued upon exercise of the Private Placement Warrants and the Working Capital Warrants) be transferred, assigned or sold until the date that is thirty (30) days after the completion by the Company of an initial Business Combination (as defined below), ; and (iii) shall not may be redeemable by the Companyexercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof; provided, however, that in the case of (ii) ), the Private Placement Warrants and the Working Capital Warrants and any shares of Common Stock Ordinary Shares held by the Sponsor or any of its Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors, any affiliate of the Sponsor or to any member(sshareholder(s) of the Sponsor or any of their affiliates, officers, directors and direct and indirect equityholders; (b) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of such person; (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 in connection with the consummation of an initial Business Combination at prices no greater than the price at which the Ordinary Shares or Warrants were originally purchased; (f) by virtue of the laws of the Cayman Islands or the memorandum and articles of association of the Sponsor upon termination or dissolution of the Sponsor; (g) in the event of the Company’s liquidation prior to the consummation of the Company’s a Business Combination; orand (gh) by virtue in the event that, subsequent to the consummation of an initial Business Combination, the laws Company completes a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the State of Delaware right to exchange their Ordinary Shares for cash, securities or the Sponsor’s limited liability company agreement upon dissolution of the Sponsorother property; provided, however, that, in each the case of clauses (a) through (f), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this AgreementAgreement and the other restrictions contained in the letter agreement, dated as of the date hereof, by and among the Company, the Sponsor and the Company’s officers and directors.

Private Placement Warrants and Working Capital Warrants. The Private 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 or any Permitted Transferees (as defined below), as applicable, the Private 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 Private Placement Warrants and the Working Capital Warrants and any shares of Common Stock held by the Sponsor or any Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors, any affiliate of the Sponsor or to any member(s) of the Sponsor or any of their affiliates, officers, directors and direct and indirect equityholders; (b) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of such person; (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 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 Business Combination; or (g) by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; provided, however, that, in each the case of clauses (a) through (e) or (g), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Private Placement Warrants and Working Capital Warrants. The Private 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 Sponsor, the Anchor Investor or any of their Permitted Transferees (as defined below), as applicable, the Private 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 Private Placement Warrants and the Working Capital Warrants and any shares of Common Stock held by the Sponsor Sponsor, the Anchor Investor or any Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors, any affiliate of the Sponsor or the Anchor Investor or to any member(s) of the Sponsor Sponsor, the Anchor Investor or any of their affiliates, officers, directors and direct and indirect equityholders; (b) in the case of an individual, by gift to a member such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of such person; (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 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 the consummation of the Company’s Business Combination; or (g) by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; or (h) to the Anchor Investor’s affiliates, to any investment fund or other entity controlled or managed by the Anchor Investors, or to any investment manager or investment advisor of the Anchor Investor or an affiliate of any such investment manager or investment advisor. provided, however, that, in each the case of clauses (a) through (e), (g) or (h), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Private Placement Warrants and Working Capital Warrants. The Private 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 Sponsor, BTIG or any of their Permitted Transferees (as defined below), as applicable, the Private 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 the date that is 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, and (iv) so long as they are held by BTIG or its Permitted Transferees, will not be exercisable more than five years from the effective date of the Registration Statement in accordance with FINRA Rule 5110(f)(2)(G)(i); provided, however, that in the case of (ii) ), the Private Placement Warrants and the Working Capital Warrants and any shares of Common Stock held by the Sponsor Sponsor, BTIG or any officers or directors of the Company, or any Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors, any affiliate of the Sponsor or BTIG or to any member(s) members of the Sponsor Sponsor, BTIG or any of their affiliates, officers, directors and direct and indirect equityholders; (b) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of such personindividual; (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 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 Business Combination; or (g) by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement of the Sponsor upon dissolution of the Sponsor; (g) to the Company for no value or consideration in connection with the consummation of its initial Business Combination; (h) in the event of the Company’s liquidation prior to the consummation of a Business Combination; or (i) in the event that, subsequent to the consummation of a Business Combination, the Company completes a 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; provided, however, that, in each the case of clauses (a) through (f), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this AgreementAgreement and the other restrictions contained in the letter agreement, dated as of the date hereof, by and among the Company, the Sponsor and the Company’s officers and directors.

Private Placement Warrants and Working Capital Warrants. The Private 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 original purchasers thereof or any Permitted Transferees (as defined below), as applicable, the Private Placement Warrants and the Working Capital Warrants) they: (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c3.3.1(b) hereof, (ii) including the shares of Common Stock issuable upon exercise of the Private Placement Warrants and the Working Capital Warrants, subject to certain exceptions, 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 Private Placement Warrants and the Working Capital Warrants and any shares of Common Stock held by the Sponsor original purchasers thereof or any Permitted Transferees, as applicable, Transferees and issued upon exercise of the Private Placement Warrants and or the Working Capital Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliate affiliates or family member members of any of the Company’s officers or directors, any affiliate of the Sponsor or to any member(s) of the Sponsor or Sponsor, any affiliates of their affiliates, officers, directors such members and direct funds and indirect equityholdersaccounts advised by such members; (b) in the case of an individual, by gift to a member such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of such person; (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 consummation of an initial Business Combination at prices no greater than the price at which the Warrants securities were originally purchased; (f) in the event of the Company’s liquidation prior to consummation of the Company’s initial Business Combination; or; (g) by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement upon liquidation or dissolution of the Sponsor; (h) in the event of the Company’s liquidation, merger, capital stock exchange, reorganization 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 completion of its initial Business Combination; or (i) to the Company for no value for cancellation in connection with the consummation of the Company’s initial Business Combination; provided, however, that, in each the case these permitted of clauses (a) through (e) or (g), any such transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Private Placement Warrants and Working Capital Warrants. The Private 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 either Purchaser or any Permitted Transferees (as defined below), as applicable, the Private 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 the date that is 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 CompanyCompany (except as provided in Section 6.2); provided, however, that in the case of (ii) ), the Private Placement Warrants and the Working Capital Warrants and any shares of Common Stock held by either Purchaser or any officers or directors of the Sponsor Company, or any Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors, any affiliate members or partners of the Sponsor Company’s sponsor or to any member(s) of the Sponsor or any of their affiliates, officersany affiliates of the Company’s sponsor, directors and direct and indirect equityholdersor any employees of such affiliates; (b) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of such person; (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 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 Business Combination; or (g) by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement of the Sponsor upon dissolution of the Sponsor; (g) in the event of the Company’s liquidation prior to the consummation of a Business Combination; or (h) in the event that, subsequent to the consummation of a Business Combination, the Company completes a liquidation, merger, share 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; provided, however, that, in each the case of clauses (a) through (f), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this AgreementAgreement and the other restrictions contained in the letter agreement, dated as of the date hereof, by and among the Company, the Sponsor and the Company’s officers and directors.

Private Placement Warrants and Working Capital Warrants. The Private 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 Sponsor, the Company’s officers and directors or any of their Permitted Transferees (as defined below), as applicable, the Private 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) including the Common Stock issuable upon exercise of the Private Placement Warrants or Working Capital 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)Combination, and (iii) shall not be redeemable by the Company; Company pursuant to Section 6.1 hereof; provided, however, that in the case of (ii) ), the Private Placement Warrants and Warrants, the Working Capital Warrants and any shares of Common Stock held by the Sponsor or any Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants and the or Working Capital Warrants may be transferred by the holders thereof: (a) to the Company’s officers officers, directors, advisors or directorsconsultants, any affiliate or family member of any of the Company’s officers or directors, any affiliate of the Sponsor or to any member(s) member of the Sponsor or any of their affiliates, officers, directors and direct and indirect equityholders;affiliates; (b) in the case of an individual, by as a gift to a member such individualperson’s immediate family or to a trust, the beneficiary of which is a member of such individualperson’s immediate family, an affiliate of such individual person or to a charitable organization;organization; (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of such person;person; (d) in the case of an individual, pursuant to a qualified domestic relations order;order; (e) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of an initial the Company’s Business Combination at prices no greater than the price at which the Warrants or Common Stock, as applicable, were originally purchased;purchased; (f) in the event of the Company’s liquidation prior to consummation of the Company’s Business Combination; or (g) by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; Sponsor; (g) in the event of the Company’s liquidation prior to the consummation of its initial Business Combination; or (h) in the event that, subsequent to the consummation of a Business Combination, the Company completes a liquidation, merger, capital stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their Common Stock for cash, securities or other property; provided, however, thatthat in the case of clauses (a) through (f), in each case these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this AgreementAgreement and the other restrictions contained in the letter agreement, dated the date hereof, by and among the Company, the Sponsor and the Company’s officers and directors.

Private Placement Warrants and Working Capital Warrants. The Private 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 or any Permitted Transferees (as defined below), as applicable, the Private 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) including the shares of Common Stock issuable upon exercise of the Private Placement Warrants and Working Capital Warrants (if any), 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 Private Placement Warrants and the Working Capital Warrants and any shares of Common Stock held by the Sponsor or any Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors, any affiliate of the Sponsor or to any member(s) of the Sponsor or any of their affiliates, officers, directors and direct and indirect equityholders; (b) in the case of an individual, by gift to a member such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of such person; (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 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 Business Combination; or; (g) by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; or (h) in the event of the Company’s liquidation, merger, capital stock exchange, reorganization 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 completion of the Company’s initial Business Combination; provided, however, that, in each the case of clauses (a) through (e) or (g), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Private Placement Warrants and Working Capital Warrants. The Private 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 or any Permitted Transferees (as defined below), as applicable, the Private 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 Private Placement Warrants and the Working Capital Warrants and any shares of Common Stock held by the Sponsor or any Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors, any affiliate of the Sponsor or to any member(s) of the Sponsor or any of their affiliates, officers, directors and direct and indirect equityholders; (b) in the case of an individual, by gift to a member such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of such person; (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 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 Business Combination; or (g) by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; provided, however, that, in each the case of clauses (a) through (e) or (g), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Private Placement Warrants and Working Capital Warrants. The Private 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 Sponsor, the Underwriter or any of their respective Permitted Transferees (as defined below), as applicable, the Private 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 the preceding clause (ii) ), the Private Placement Warrants and Warrants, the Working Capital Warrants and any shares of Common Stock held by the Sponsor or any Permitted Transferees, as applicable, and Ordinary Shares issued upon exercise of the Private Placement Warrants and or the Working Capital Warrants and held by the Sponsor, the Underwriter or any of their respective Permitted Transferees, may be transferred by the holders thereof: (a) (1) in the case of the Sponsor Private Placement Warrants, the Working Capital Warrants and any Ordinary Shares issued upon exercise of the Sponsor Private Placement Warrants or the Working Capital Warrants, to the Company’s officers or directors, any affiliate affiliates or family member members of any of the Company’s officers or directors, or any affiliate of the Sponsor or to any member(s) of the Sponsor and (2) in the case of the Underwriter Private Placement Warrants and any Ordinary Shares issued upon exercise of the Underwriter Private Placement Warrants, to any affiliate or any member(s) of their affiliates, officers, directors and direct and indirect equityholdersthe Underwriter; (b) in the case of an individual, by gift to a member such of the individual’s immediate family or family, to a trust, the beneficiary of which is a member of such the individual’s immediate family, or an affiliate of such individual person, or to a charitable organization; (c) in the case of an individual, by virtue of the applicable laws of descent and distribution upon death of such personindividual; (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 consummation of an the Company’s 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 the completion of the Company’s initial Business Combination; or (g) by virtue of the laws of the State of Delaware Cayman Islands or the Sponsor’s or the Underwriter’s limited liability company agreement upon termination or dissolution of the SponsorSponsor or Underwriter (as applicable); provided, however, that, in each the case of clauses (a) through (e) or (g), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this AgreementAgreement and the other restrictions contained in the letter agreement, dated as of the date hereof, by and among the Company, the Sponsor and the Company’s directors and officers and by the same agreements entered into by the Sponsor and the Underwriter, as applicable, with respect to such securities (including provisions relating to voting, the trust account and liquidation distributions described elsewhere in the Prospectus).

Private Placement Warrants and Working Capital Warrants. The Private 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 or any of its Permitted Transferees (as defined below), as applicable, the Private Placement Warrants and the Working Capital Warrants: (i) may be exercised for cash or on a “cashless basis, ,” pursuant to subsection 3.3.1(c3.3.1(b) hereof, (ii) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants and Working Capital Warrants, subject to certain limited exceptions, 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)Combination, and (iii) shall not be redeemable by the CompanyCompany 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 Private Placement Warrants and the Working Capital Warrants and any shares of Common Stock Ordinary Shares held by the Sponsor or any of its Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliate affiliates or family member members of any of the Company’s officers or directors, any affiliate of the Sponsor or to any member(s) of the Sponsor or any of their affiliates, officers, directors and direct and indirect equityholders; (b) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of such person; (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 in connection with the consummation of an initial Business Combination at prices no greater than the price at which the Ordinary Shares or Warrants were originally purchased; (f) by virtue of the laws of the Cayman Islands or the limited liability company agreement of the Sponsor upon dissolution of the Sponsor; (g) in the event of the Company’s liquidation prior to the consummation of the Company’s a Business Combination; orand (gh) by virtue in the event that, subsequent to the consummation of an initial Business Combination, the laws Company completes a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the State of Delaware right to exchange their Ordinary Shares for cash, securities or the Sponsor’s limited liability company agreement upon dissolution of the Sponsorother property; provided, however, that, in each the case of clauses (a) through (f), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this AgreementAgreement and the other restrictions contained in the letter agreement, dated as of the date hereof, by and among the Company, the Sponsor and the Company’s officers and directors.

Private Placement Warrants and Working Capital Warrants. The Private 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 or any officers or directors of the Company, or any of their Permitted Transferees (as defined below), as applicable, the Private 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 Private Placement Warrants and Warrants, the Working Capital Warrants and any shares of Common Stock held by the Sponsor or any Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants and or the Working Capital Warrants and held by the Sponsor of any officers or directors of the company, or any of their Permitted Transferees, may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliate affiliates or family member members of any of the Company’s officers or directors, any affiliate of the Sponsor or to any member(s) of the Sponsor or any of their affiliates, officers, directors and direct and indirect equityholdersSponsor; (b) in the case of an individual, by gift to a member such of the individual’s immediate family or family, to a trust, the beneficiary of which is a member of such the individual’s immediate family, or an affiliate of such individual person, or to a charitable organization; (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of such personindividual; (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 consummation of an the Company’s 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 the completion of the Company’s initial Business Combination; or (g) by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; provided, however, that, in each the case of clauses (a) through (e) or (g), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this AgreementAgreement and the other restrictions contained in the letter agreement, dated as of the date hereof, by and among the Company, the Sponsor and the Company’s directors and officers and by the same agreements entered into by the Sponsor with respect to such securities (including provisions relating to voting, the trust account and liquidation distributions described elsewhere in the Prospectus).

Private Placement Warrants and Working Capital Warrants. The Private 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 Sponsor, the Anchor Investor or any of their respective Permitted Transferees (as defined below), as applicable, the Private 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 CompanyCompany (except as provided in Section 6.2 hereof); provided, however, that in the case of (ii) ), the Private Placement Warrants and Warrants, the Working Capital Warrants and any shares of Common Stock held by the Sponsor or any Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants and or the Working Capital Warrants and held by the Sponsor, the Anchor Investor or any of their respective Permitted Transferees, may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliate affiliates or family member members of any of the Company’s officers or directors, any affiliate of the Sponsor or to the Anchor Investor, any member(s) of the Sponsor or the Anchor Investor or any of their respective affiliates, officers, directors and or direct and indirect equityholders; (b) in the case of an individual, by gift to a member such of the individual’s immediate family or family, to a trust, the beneficiary of which is a member of such the individual’s immediate family, or an affiliate of such individual person, or to a charitable organization; (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of such personindividual; (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 consummation of an the Company’s 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 the completion of the Company’s initial Business Combination; or; (g) by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; or (h) in the case of the Anchor Investor, to the Anchor Investor’s affiliates, or any investment fund or other entity controlled or managed by the Anchor Investor, or to any investment manager or investment advisor of the Anchor Investor or an affiliate of any such investment manager or investment advisor; provided, however, that, in each the case of clauses (a) through (h), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this AgreementAgreement and the other restrictions contained in the letter agreement, dated as of the date hereof, by and among the Company, the Sponsor and the Company’s directors and officers and by the same agreements entered into by the Sponsor with respect to such securities (including provisions relating to voting, the trust account and liquidation distributions described elsewhere in the Prospectus).

Private Placement Warrants and Working Capital Warrants. The Private Placement Warrants and the Working Capital Warrants shall be identical to the Public Warrants, except that so long as they are held by until the Sponsor or any Permitted Transferees (as defined below), as applicable, the Private 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 date that is thirty (30) days after the completion by the Company of an initial Business Combination (as defined below)Combination, and (iii) shall not be redeemable by the Company; provided, however, that in the case of (ii) the Private Placement Warrants and the Working Capital Warrants and any shares of Common Stock held by the Sponsor or any Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may not be transferred transferred, assigned or sold by the holders thereof, other than: (a) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors, any affiliate of the Sponsor or to any member(s) members of the Sponsor or any of their affiliates, officers, directors and direct and indirect equityholdersSponsor; (b) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of such person; (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, in connection with an extension of the timeframe for the Company to consummate a Business Combination or 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) by virtue of the laws of the Cayman Islands, Delaware or the limited liability company agreement of the Sponsor upon dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of an initial Business Combination; (h) in the event of the Company’s liquidation prior to the consummation of a Business Combination; (i) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (a) through (f) above; and (j) in the event that, subsequent to the consummation of a Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s Business Combination; or (g) by virtue of shareholders having the laws of the State of Delaware right to exchange their Ordinary Shares for cash, securities or the Sponsor’s limited liability company agreement upon dissolution of the Sponsorother property; provided, however, that, in each the case of clauses (a) through (f) and (i), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this AgreementAgreement and the other restrictions contained in the letter agreement, dated as of the date hereof, by and among the Company, the Sponsor and the Company’s officers and directors.

Private Placement Warrants and Working Capital Warrants. The Private Placement Warrants and the Working Capital Warrants shall be identical to the Public Warrants, except that so long as they are held by until the Sponsor or any Permitted Transferees (as defined below), as applicable, the Private 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 date that is 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 Private Placement Warrants and the Working Capital Warrants and any shares of Common Stock held by the Sponsor or any Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may not be transferred transferred, assigned or sold by the holders thereof, other than: (a) 2.6.1 to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors, any affiliate members or partners of the Sponsor or to any member(s) of the Sponsor or any of their affiliates, officersany affiliates of the Sponsor, directors and direct and indirect equityholdersthe Lead Underwriter or any employees of such affiliates; (b) 2.6.2 in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (c) 2.6.3 in the case of an individual, by virtue of the laws of descent and distribution upon death of such person; (d) 2.6.4 in the case of an individual, pursuant to a qualified domestic relations order; (e) 2.6.5 by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the timeframe for the Company to consummate a Business Combination or in connection with the consummation of an initial Business Combination at prices no greater than the price at which the Class A Shares or Warrants were originally purchased; (f) 2.6.6 by virtue of the laws of the Cayman Islands or the limited liability company agreement of the Sponsor upon dissolution of the Sponsor or upon dissolution of the Lead Underwriter; 2.6.7 in the event of the Company’s liquidation prior to the consummation of the Company’s a Business Combination; 2.6.8 to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses 2.6.1 through 2.6.6 above; orand (g) by virtue 2.6.9 in the event that, subsequent to the consummation of an initial Business Combination, the laws Company completes a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the State of Delaware right to exchange their Class A Shares for cash, securities or the Sponsor’s limited liability company agreement upon dissolution of the Sponsorother property; provided, however, that, in each the case of clauses 2.6.1 through 2.6.6, and 2.6.8 these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this AgreementAgreement and the other restrictions contained in the letter agreement, dated as of the date hereof, by and among the Company, the Sponsor, the Lead Underwriter and the Company’s officers and directors.