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 Working Capital Warrants shall be identical to the Public Warrants, except that until the date that is thirty (30) days after the completion by the Company of an initial Business Combination the Private Placement Warrants and the Working Capital Warrants may not be transferred, assigned or sold by the holders thereof, other than: 2.6.1. to the Company’s or Lead Underwriter’s officers or directors, any affiliate or family member of any of the Company’s or Lead Underwriter’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, the Lead Underwriter or any employees of such affiliates; 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; 2.6.3. in the case of an individual, by virtue of the laws of descent and distribution upon death of such person; 2.6.4. in the case of an individual, pursuant to a qualified domestic relations order; 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 Warrants were originally purchased;

Private Placement Warrants and Working Capital Warrants. The Private Placement Warrants and Working Capital Warrants shall be identical to the Public Warrants, except that until the date that is thirty (30) days after the completion by the Company of an initial Business Combination the Private Placement Warrants and the Working Capital Warrants may not be transferred, assigned or sold by the holders thereof, other than: 2.6.1. to the Company’s or Lead Underwriter’s officers or directors, any affiliate or family member of any of the Company’s or Lead Underwriter’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, the Lead Underwriter or any employees of such affiliates; 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; 2.6.3. in the case of an individual, by virtue of the laws of descent and distribution upon death of such person; 2.6.4. in the case of an individual, pursuant to a qualified domestic relations order; 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; 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 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; and 2.6.9. 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 Class A Shares for cash, securities or other property; provided, however, that, in the case of clauses 2.6.1 through 2.6.6, and 2.6.8 these transferees (the “Permitted Transferees”) enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement 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.

Private Placement Warrants and Working Capital Warrants. The Private Placement Warrants and Working Capital Warrants shall be identical to the Public Warrants, except that until the date that is thirty (30) days after the completion by the Company of an initial Business Combination the Private Placement Warrants and the Working Capital Warrants may not be transferred, assigned or sold by the holders thereof, other than: 2.6.1. to the Company’s or Lead Underwriter’s officers or directors, any affiliate or family member of any of the Company’s or Lead Underwriter’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, the Lead Underwriter or any employees of such affiliates; 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; 2.6.3. in the case of an individual, by virtue of the laws of descent and distribution upon death of such person; 2.6.4. in the case of an individual, pursuant to a qualified domestic relations order; 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 Warrants were originally purchased;

Private Placement Warrants and Working Capital Warrants. The Private Placement Warrants and Working Capital Warrants shall be identical to the Public Warrants, except that (i) the Private Placement Warrants issued to the Underwriters will not be exercisable more than five years from the effective date of the Registration Statement in accordance with FINRA Rule 5110(g)(8) and (ii) until the date that is thirty (30) days after the completion by the Company of an initial Business Combination the Private Placement Warrants and the Working Capital Warrants may not be transferred, assigned or sold by the holders thereof, other than: 2.6.1. to the Company’s or Lead Underwriter’s Underwriters’ officers or directors, any affiliate or family member of any of the Company’s or Lead Underwriter’s Underwriters’ officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, the Lead Underwriter Underwriters or any employees of such affiliates; 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; 2.6.3. in the case of an individual, by virtue of the laws of descent and distribution upon death of such person; 2.6.4. in the case of an individual, pursuant to a qualified domestic relations order; 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 Warrants were originally purchased;

Private Placement Warrants and Working Capital Warrants. The Private Placement Warrants and Working Capital Warrants shall be identical to the Public Warrants, except that until the date that is thirty (30) days after the completion by the Company of an initial Business Combination the Private Placement Warrants and the Working Capital Warrants may not be transferred, assigned or sold by the holders thereof, other than: 2.6.1. to the Company’s or Lead Underwriter’s officers or directors, any affiliate or family member of any of the Company’s or Lead Underwriter’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, the Lead Underwriter or any employees of such affiliates; 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; 2.6.3. in the case of an individual, by virtue of the laws of descent and distribution upon death of such person; 2.6.4. in the case of an individual, pursuant to a qualified domestic relations order; 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 Warrants were originally purchased;

Private Placement Warrants and Working Capital Warrants. The Private Placement Warrants and Working Capital Warrants shall be identical to the Public Warrants, except that until the date that is thirty (30) days after the completion by the Company of an initial Business Combination the Private Placement Warrants and the Working Capital Warrants may not be transferred, assigned or sold by the holders thereof, other than: 2.6.1. to the Company’s or Lead Underwriter’s Underwriters’ officers or directors, any affiliate or family member of any of the Company’s or Lead Underwriter’s Underwriters’ officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, the Lead Underwriter Underwriters or any employees of such affiliates; 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; 2.6.3. in the case of an individual, by virtue of the laws of descent and distribution upon death of such person; 2.6.4. in the case of an individual, pursuant to a qualified domestic relations order; 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 Warrants were originally purchased;

Private Placement Warrants and Working Capital Warrants. The Private Placement Warrants and Working Capital Warrants shall be identical to the Public Warrants, except that until the date that is thirty (30) days after the completion by the Company of an initial Business Combination the Private Placement Warrants and the Working Capital Warrants may not be transferred, assigned or sold by the holders thereof, other than: 2.6.1. to the Company’s or Lead any Underwriter’s officers or directors, any affiliate or family member of any of the Company’s or Lead any Underwriter’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, the Lead Underwriter Underwriters or any employees of such affiliates; 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; 2.6.3. in the case of an individual, by virtue of the laws of descent and distribution upon death of such person; 2.6.4. in the case of an individual, pursuant to a qualified domestic relations order; 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 Warrants were originally purchased;

Private Placement Warrants and Working Capital Warrants. The Private Placement Warrants and Working Capital Warrants shall be identical to the Public Warrants, except that until the date that is thirty (30) days after the completion by the Company of an initial Business Combination the Private Placement Warrants and the Working Capital Warrants may not be transferred, assigned or sold by the holders thereof, other than: 2.6.1. to the Company’s or Lead Underwriter’s officers or directors, any affiliate or family member of any of the Company’s or Lead Underwriter’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, the Lead Underwriter Underwriters or any employees of such affiliates; 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; 2.6.3. in the case of an individual, by virtue of the laws of descent and distribution upon death of such person; 2.6.4. in the case of an individual, pursuant to a qualified domestic relations order; 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; 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 Underwriters; 2.6.7. in the event of the Company’s liquidation prior to the consummation of 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; and 2.6.9. 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 Class A Shares for cash, securities or other property; provided, however, that, in the case of clauses 2.6.1 through 2.6.6, and 2.6.8 these transferees (the “Permitted Transferees”) enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement and the other restrictions contained in the letter agreement, dated as of the date hereof, by and among the Company, the Sponsor, the Underwriters 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 until the date that is thirty (30) days after the completion by the Company of an initial Business Combination that, 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); provided, however, that the Private Placement Warrants and the Working Capital Warrants may be transferred by the holders thereof, other than: 2.6.1. (i) to the Company’s officers, directors or Lead Underwriter’s officers or directorsadvisors, any affiliate affiliates or family member members of any of the Company’s officers, directors or Lead Underwriter’s officers or directorsadvisors, any members or partners member(s) of the Sponsor or their affiliates, any affiliates of the Sponsor, the Lead Underwriter or any employees of such affiliates; 2.6.2. (ii) in the case of an individual, by gift to a member of such 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; 2.6.3. (iii) in the case of an individual, by virtue of the laws of descent and distribution upon death of such personthe individual; 2.6.4. (iv) in the case of an individual, pursuant to a qualified domestic relations order; 2.6.5. (v) 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 the Company’s initial Business Combination at prices no greater than the price at which the Private Placement Warrants were originally purchased; (vi) to the Company for no value for cancellation in connection with the consummation of our initial Business Combination;