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, the Underwriter, or any of their respective Permitted Transferees (as defined below), as applicable, the Private Placement Warrants and 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, (iii) shall not be redeemable by the 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, the Working Capital Warrants and any shares of Common Stock issued upon exercise of the Private Placement Warrants or the Working Capital Warrants may be transferred by the holders thereof:

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, the Underwriter, Founders 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, (iii) shall not be redeemable by the Company pursuant Company; (ii) with respect 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 Private Placement Warrants held by the Underwriter or their Permitted TransfereesCowen 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); 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 (iv) may be exercised 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, Warrants and the Working Capital Warrants and any shares Ordinary Shares held by the Founders or any of Common Stock their Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants or and the Working Capital Warrants may be transferred by the holders thereof:

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 the Underwriter, lender of such working capital loans (the “Purchaser”) 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 (including any shares of Common Stock issued upon exercise of the Private Placement Warrants or Working Capital Warrants) until the date that is thirty (30) days after the completion by the Company of an initial Business Combination, and (iii) shall not be redeemable by the 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); Company; provided, however, that in the case of (ii), the Private Placement Warrants, Warrants and the Working Capital Warrants and any shares of Common Stock held by the applicable Purchaser or any applicable Permitted Transferees and issued upon exercise of the Private Placement Warrants or the Working Capital Warrants may be transferred by the holders thereof:

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, the Underwriter, Sponsors 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 (x) thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof, (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value Combination (as defined below) is less than $18.00 per share or (subject to adjustment y) in compliance with Section 4 hereofFINRA 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) 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); 5110(g)(8), as long as they are beneficially owned by SGAM or any of its related persons, and (iv) shall not be redeemable by the Company; provided, however, that in the case of (ii), ) the Private Placement Warrants, Warrants and the Working Capital Warrants and any shares of Common Stock held by the Sponsors or any Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants or and the Working Capital Warrants may be transferred by the holders thereof:

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, the Underwriter, 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 CombinationCombination (as defined below), (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof, 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) and (v) so long as they are held by the Underwriter 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); 5110(f)(2)(G)(i); provided, however, that in the case of (ii), the Private Placement Warrants, the Working Capital Warrants and any shares of Common Stock held by the 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 or and the Working Capital Warrants may be transferred by the holders thereof:

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, the Underwriter, 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) 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 the date that is thirty (30) days after the completion by the Company of an initial Business CombinationCombination (as defined below), (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof, and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof) and (v) so long as they are held by the Underwriter 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); 5110(f)(2)(G)(i); provided, however, that in the case of (ii), ) the Private Placement Warrants, 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 or and the Working Capital Warrants may be transferred by the holders thereof:

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, FG SPAC Partners LP, the Underwriter, 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) 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 the date that is thirty (30) days after the completion by the Company of an initial Business CombinationCombination (as defined below), (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof, and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof) and (v) so long as they are held by the Underwriter 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); 5110(f)(2)(G)(i); provided, however, that in the case of (ii), ) the Private Placement Warrants, Warrants and the Working Capital Warrants and any shares of Common Stock held by either the Sponsor, FG SPAC Partners LP or any officers or directors of the Company, or any Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants or and the Working Capital Warrants may be transferred by the holders thereof:

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, the Underwriter, Initial Purchasers or any of their respective Permitted Transferees (as defined below), as applicable, the Private Placement Warrants and 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 Common Stock issuable Class A Shares issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may not 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, ; (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof, 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) 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, the Warrants and Working Capital Warrants and any shares Class A Shares held by the Initial Purchasers or any of Common Stock their Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants or the and Working Capital Warrants may be transferred by the holders thereof:

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, the Underwriter, BTIG 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 the date that is thirty (30) days after the completion by the Company of an initial Business CombinationCombination (as defined below), (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereofCompany, 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) and (v) so long as they are held by the Underwriter BTIG or their 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); 5110(f)(2)(G)(i); provided, however, that in the case of (ii), the Private Placement Warrants, Warrants and the Working Capital Warrants and any shares of Common Stock held by the 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 or and the Working Capital Warrants may be transferred by the holders thereof:

Private Placement Warrants and Working Capital Warrants. The Private Placement Warrants, the Novator 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, the Underwriter, Sponsor or any of their respective its Permitted Transferees (as defined below), as applicable, the Private Placement Warrants and Working Capital Warrantsthey: (i) may be exercised for cash or on a “cashless basis,” , pursuant to subsection 3.3.1(c) hereof, hereof and (ii) including shall not be redeemable by the Common Stock issuable upon exercise of Company pursuant to the terms hereof. The Private Placement Warrants, the Novator Private Placement Warrants and the Working Capital Warrants including the Ordinary Shares 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, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof, (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value Combination (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, the Novator Private Placement Warrants and the Working Capital Warrants and any shares of Common Stock Ordinary Shares issued upon exercise of the Private Placement Warrants, the Novator Private Placement Warrants 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:

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, FG SPAC Partners LP, the Underwriter, 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) 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 the date that is thirty (30) days after the completion by the Company of an initial Business CombinationCombination (as defined below), (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof, and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof) and (v) so long as they are held by the Underwriter 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); 5110(g)(8)(A); provided, however, that in the case of (ii), ) the Private Placement Warrants, Warrants and the Working Capital Warrants and any shares of Common Stock held by either the Sponsor, FG SPAC Partners LP or any officers or directors of the Company, or any Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants or and the Working Capital Warrants may be transferred by the holders thereof:

Private Placement Warrants and Working Capital Warrants. The Private Placement Warrants, the Working Capital Warrants and the Working Capital Founder Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor, affiliates of the Underwriter, Sponsor or any of their respective Permitted Transferees (as defined below), as applicable, the Private Placement Warrants, the Working Capital Warrants and Working Capital the Founder 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 Ordinary Shares issuable upon exercise of the Private Placement Warrants and Warrants, the Working Capital Warrants and the Founder Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, Combination and (iii) the Private Placement Warrants, the Working Capital Warrants and the Founder Warrants shall not be redeemable by the Company pursuant to Section 6.1 hereof, (iv) shall only be redeemable by the Company pursuant to hereof or 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 clause (ii), the Private Placement Warrants, the Working Capital Warrants and the Founder Warrants and any shares Ordinary Shares held by the Sponsor, affiliates of Common Stock the Sponsor or any of their Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants or the Warrants, Working Capital Warrants and the Founder Warrants may be transferred by the holders thereof:

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, the Underwriter, or any of the Founders or 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 with respect to 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, (iii) shall not be redeemable by the 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 TransfereesLoop, 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); 5110(g)(8), (iii) 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 (iv) shall not be redeemable by the Company; provided, however, that in the case of (iiiii), the Private Placement Warrants, Warrants and the Working Capital Warrants and any shares of Common Stock held by either of the Founders or any officers or directors of the Company, or any Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants or and the Working Capital Warrants may be transferred by the holders thereof:

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, an affiliate of the UnderwriterSponsor, an Anchor Investor, an affiliate of an Anchor Investor, any officers or directors of the Company, or any of their respective Permitted Transferees (as defined below), as applicable, the Private Placement Warrants and 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 CombinationCombination (as defined below), and (iii) shall not be redeemable by the Company pursuant to (except as provided in 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); 6.2); provided, however, that in the case of clause (ii), the Private Placement Warrants, Warrants and the Working Capital Warrants and any shares of Common Stock held by the Sponsor, an affiliate of the Sponsor, an Anchor Investor, an affiliate of an Anchor Investor, or any officers or directors of the Company, or any of their Permitted Transferees, and issued upon exercise of the Private Placement Warrants or the Working Capital Warrants may be transferred by the holders thereof:

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, the Underwriter, original holders thereof or any of their respective Permitted Transferees (as defined below), as applicable, the Private Placement Warrants and 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 such Private Placement Warrants and the Working Capital Warrants Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, and (iii) shall not be redeemable by the 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 clause (ii), the Private Placement Warrants, the Working Capital Warrants and any shares of Common Stock issued upon exercise of the Private Placement Warrants or the 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:

Private Placement Warrants and Working Capital Warrants. The Private Placement Warrants, the CAVU Warrants and the Working Capital Warrants shall be identical to the Public Warrants, except that that, solely with respect to the Private Placement Warrants and the Working Capital Warrants, so long as they are held by the Sponsor, the Underwriter, original purchasers thereof or any of their respective Permitted Transferees (as defined below), as applicable, the Private Placement Warrants and Working Capital Warrants) they: (i) may be exercised for cash or on a “cashless basis,” , pursuant to subsection 3.3.1(c) hereof, hereof and (ii) including shall not be redeemable by the Common Stock issuable upon exercise of the Company pursuant to Section 6.1 hereof. The Private Placement Warrants, the CAVU Warrants and the Working Capital Warrants 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, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof, (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value Combination (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, the CAVU Warrants and the Working Capital Warrants and any shares of Common Stock issued upon exercise of the Private Placement Warrants, the CAVU Warrants 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:

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, the Underwriter, original holders thereof or any of their respective Permitted Transferees (as defined below), as applicable, the Private Placement Warrants and 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 such Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, and (iii) shall not be redeemable by the 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, the Working Capital Warrants and any shares of Common Stock held by the original holders thereof or any of their respective Permitted Transferees and issued upon exercise of the Private Placement Warrants or the Working Capital Warrants may be transferred by the holders thereof:

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 SponsorSponsors, the Underwriter, Company’s officers and directors 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 the date that is thirty (30) days after the completion by the Company of an initial Business CombinationCombination (as defined below), (iii) shall not be redeemable by the 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 Jefferies or their its Permitted Transferees, 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); 5110(g)(8)(A) of the Financial Industry Regulatory Authority (“FINRA”); provided, however, that in the case of (ii), the Private Placement Warrants, Warrants and the Working Capital Warrants and any shares of Common Stock issued upon exercise of the Private Placement Warrants or the Working Capital Warrants may be transferred by the holders thereof:

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, 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 CombinationCombination (as defined below), (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof, hereof and (iv) shall only be redeemable by if issued to 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 TransfereesRepresentative, 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); 5110(g)(8)(A); provided, however, that in the case of (ii), the Private Placement Warrants, the Working Capital Warrants and any shares of Common Stock held by the 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 or and the Working Capital Warrants may be transferred by the holders thereof:

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, the Underwriter, original purchasers thereof or any of their respective Permitted Transferees (as defined below), as applicable, the Private Placement Warrants and 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 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, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof, hereof and (iv) shall only be redeemable by the Company pursuant holders thereof (including with respect 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 shares of Common Stock issuable upon exercise of the Registration Statement in accordance with FINRA Rule 5110(f)(2)(G)(i); Private Placement Warrants and the Working Capital Warrants) are entitled to certain separately agreed upon registration rights; provided, however, that in the case of clause (ii), the Private Placement Warrants, Warrants and the Working Capital Warrants and any shares of Common Stock held by the original purchasers thereof or any Permitted Transferees and issued upon exercise of the Private Placement Warrants or the Working Capital Warrants may be transferred by the holders thereof:

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, solely with respect to the Private Placement Warrants and the Working Capital Warrants, so long as they are held by the Sponsor, the Underwriter, original purchasers thereof or any of their respective Permitted Transferees (as defined below), as applicable, the Private Placement Warrants and Working Capital Warrants) they: (i) may be exercised for cash or on a “cashless basis,” , pursuant to subsection 3.3.1(c) hereof, hereof and (ii) including shall not be redeemable by the Common Stock issuable upon exercise of the Company pursuant to Section 6.1 hereof. The Private Placement Warrants and the Working Capital Warrants 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, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof, (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value Combination (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, Warrants and the Working Capital Warrants and any shares of Common Stock issued upon exercise of the Private Placement Warrants 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:

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, the UnderwriterRepresentative, Northland 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 CombinationCombination (as defined below), (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof, 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) and (v) so long as they are held by the Underwriter Representative, Northland 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); 5110(f)(2)(G)(i); provided, however, that in the case of (ii), the Private Placement Warrants, the Working Capital Warrants and any shares of Common Stock held by the Sponsor, the Representative, Northland or any of their respective Permitted Transferees, as applicable, and any shares of Common Stock issued upon exercise of the Private Placement Warrants or and the Working Capital Warrants may be transferred by the holders thereof:

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, 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 Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof, hereof and (iv) shall only be redeemable by if issued to 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, Representative 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); 5110(g)(8)(A); provided, however, that in the case of (ii), the Private Placement Warrants, the Working Capital Warrants and any shares of Common Stock held by the Sponsor, the Representative, Xxxxx or any of their respective Permitted Transferees, as applicable, and any shares of Common Stock issued upon exercise of the Private Placement Warrants or and the Working Capital Warrants may be transferred by the holders thereof:

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, the Underwriter, Underwriter or any of their respective 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 Common Stock issuable Ordinary Shares issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may not 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, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof, (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value Combination (as defined below); (iii) is less than $18.00 per share (subject may be exercised for cash or on a cashless basis, pursuant to adjustment in compliance with Section 4 hereofsubsection 3.3.1(c) hereof and (v) so long as they are held by the Underwriter or their 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); 5110(g)(8)(A); provided, however, that in the case of (ii), the Private Placement Warrants, Warrants and the Working Capital Warrants and any shares Ordinary Shares held by the Sponsor, Underwriter or any of Common Stock their respective Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants or and the Working Capital Warrants may be transferred by the holders thereof:

Private Placement Warrants and Working Capital Warrants. 1 The Private Placement Warrants 1 Note to DPW: If we are including working capital loans here, we should disclose in the S-1. and the Working Capital Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor, the Underwriter, Sponsor or any of their respective 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 Ordinary Shares issuable upon exercise of the Private Placement Warrants and the Working Capital Warrants Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof, 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) 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 clause (ii), the Private Placement Warrants, Warrants and the Working Capital Warrants and any shares Ordinary Shares held by the Sponsor or any of Common Stock its Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants or and the Working Capital Warrants may be transferred by the holders thereof:

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, the Underwriter, Sponsors 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 the date that is thirty (30) days after the completion by the Company of an initial Business CombinationCombination (as defined below), (iii) shall will not be redeemable by the Company pursuant to Section 6.1 hereof6.1, (iv) shall will 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); 5110(f)(2)(G)(i) of the Financial Industry Regulatory Authority (“FINRA”), and (iv) shall not be redeemable by the Company; provided, however, that in the case of (ii), the Private Placement Warrants, Warrants and the Working Capital Warrants and any shares of Common Stock held by the Sponsors or any Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants or and the Working Capital Warrants may be transferred by the holders thereof:

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, the Underwriter, Initial Stockholders 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 CombinationCombination (as defined below), (iii) shall not be redeemable by the 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); 5110(g)(8) as long as they are beneficially owned by SGAM or any of its related persons, and (iv) shall not be redeemable by the Company; provided, however, that in the case of (ii), ) the Private Placement Warrants, Warrants and the Working Capital Warrants and any shares of Common Stock held by the Initial Stockholders or any Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants or and the Working Capital Warrants may be transferred by the holders thereof:

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, the Underwriter, Representatives 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 the date that is thirty (30) days after the completion by the Company of an initial Business CombinationCombination (as defined below), (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereofCompany, 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) and (v) so long as they are held by the Underwriter Representatives 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); 5110(f)(2)(G)(i); provided, however, that in the case of (ii), the Private Placement Warrants, Warrants and the Working Capital Warrants and any shares Ordinary Shares held by the Sponsor, the Representatives or any officers or directors of Common Stock the Company, or any Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants or and the Working Capital Warrants may be transferred by the holders thereof:

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, the UnderwriterAnchor Investors, Forward Purchase Investors 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 Ordinary Shares issuable upon exercise of the Private Placement Warrants and the Working Capital Warrants Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof, 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) 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 clause (ii), the Private Placement Warrants, Warrants and the Working Capital Warrants and any shares Ordinary Shares held by the Sponsor, Anchor Investors, Forward Purchase Investor or any of Common Stock their Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants or and the Working Capital Warrants may be transferred by the holders thereof:

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, the Underwriter, Cantor 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 the date that is thirty (30) days after the completion by the Company of an initial Business CombinationCombination (as defined below), (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereofCompany, 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) and (v) so long as they are held by the Underwriter Cantor or their 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); 5110(f)(2)(G)(i); provided, however, that in the case of (ii), the Private Placement Warrants, Warrants and the Working Capital Warrants and any shares Ordinary Shares held by the Sponsor, Cantor or any officers or directors of Common Stock the Company, or any Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants or and the Working Capital Warrants may be transferred by the holders thereof:

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, the Underwriter, original purchasers thereof or any of their respective Permitted Transferees (as defined below), as applicable, the Private Placement Warrants and 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 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, and (iii) shall not be redeemable by the 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, Warrants and the Working Capital Warrants and any shares of Common Stock held by the original purchasers thereof or any Permitted Transferees and issued upon exercise of the Private Placement Warrants or the Working Capital Warrants may be transferred by the holders thereof:

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, the Underwriter, Initial Purchasers or any of their respective Permitted Transferees (as defined below), as applicable, the Private Placement Warrants and 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 shares of Common Stock issuable issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may not 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, ; (iii) shall not be redeemable by the 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); Company; provided, however, that in the case of (ii), the Private Placement Warrants, the Warrants and Working Capital Warrants and any shares of Common Stock held by the Initial Purchasers or any of their Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants or the and Working Capital Warrants may be transferred by the holders thereof:

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, Underwriter or any of their respective 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 Common Stock issuable Ordinary Shares issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may not 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, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof, (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value Combination (as defined below); (iii) is less than $18.00 per share (subject may be exercised for cash or on a cashless basis, pursuant to adjustment in compliance with Section 4 hereofsubsection 3.3.1(c) hereof and (v) so long as they are held by the Underwriter or their 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); 5110(g)(8)(A); provided, however, that in the case of (ii), the Private Placement Warrants, Warrants and the Working Capital Warrants and any shares Ordinary Shares held by the Sponsor, Underwriter or any of Common Stock their respective Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants or and the Working Capital Warrants may be transferred by the holders thereof: