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

Private Placement Warrants, Working Capital Warrants and Forward Purchase Warrants. The Private Placement Warrants, the Working Capital Warrants and the Forward Purchase Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor, Cantor, Monroe or any of their Permitted Transferees (as defined below), as applicable, the Private Placement Warrants, the Working Capital Warrants and the Forward Purchase Warrants and any Ordinary Shares held by the Sponsor, Cantor, Monroe or any of their Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants, the Working Capital Warrants and the Forward Purchase 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) other than: (a) to the Company’s, Cantor’s or Monroe’s officers or directors, any affiliates or family members of any of Cantor, Monroe or the Company’s officers or directors, any members of Cantor, Monroe or the Sponsor, or any affiliates of Cantor, Monroe or the Sponsor; (b) in the case of an individual, by gift to a member of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate of such person, or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made with any forward purchase agreement or similar arrangement or in connection with the consummation of the Company’s Business Combination at prices no greater than the price at which the Warrants were originally purchased; (f) in the event of the Company’s, Monroe’s or Cantor’s liquidation prior to consummation of the Company’s initial Business Combination; (g) in the event that, subsequent to the consummation of the Company’s initial Business Combination, the Company consummates a merger, share exchange, reorganization or other similar transaction that results in all of the holders of the Company’s equity securities issued in the Offering having the right to exchange their Ordinary Shares for cash, securities or other property; or (h) by virtue of the laws of the Cayman Islands or the Sponsor’s operating agreement upon dissolution of the Sponsor or Cantor’s organizational documents upon dissolution of Cantor; provided, however, that, in the case of clauses (a) through (e) or (h), these 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, Working Capital Warrants and Forward Purchase Warrants. The Private Placement Warrants, the Working Capital Warrants and the Forward Purchase Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor, Cantor, Monroe Initial Purchasers or any of their Permitted Transferees (as defined below), as applicable, the Private Placement Warrants, the Working Capital Warrants and Forward Purchase 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 Ordinary Shares issued upon exercise of the Private Placement Warrants, Working Capital Warrants and Forward Purchase 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); (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of (ii), the Private Placement Warrants, Working Capital Warrants and Forward Purchase Warrants and any Ordinary Shares held by the Sponsor, Cantor, Monroe Initial Purchasers or any of their Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants, the Working Capital Warrants and the Forward Purchase Warrants, Warrants may not be transferred, assigned or sold until thirty (30) days after the completion transferred by the Company of an initial Business Combination (as defined below) other thanholders thereof: (a) to the Company’s, Cantor’s or Monroe’s officers or directors, any affiliates affiliate or family members member of any of Cantor, Monroe or the Company’s officers or directors, any members or partners of Cantorthe Sponsor or their affiliates, Monroe or any affiliates of the Sponsor, or any affiliates employees of Cantor, Monroe or the Sponsorsuch affiliates; (b) in the case of an individual, by gift to a member of the such individual’s immediate family or to a trust, the beneficiary of which is a member of the such individual’s immediate family or family, an affiliate of such person, 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 the individualsuch 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 the Company’s 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, Monroe’s or Cantor’s liquidation prior to consummation of the Company’s initial Business Combination; (g) in the event that, subsequent to the consummation of the Company’s initial Business Combination, the Company consummates a merger, share exchange, reorganization or other similar transaction that results in all of the holders of the Company’s equity securities issued in the Offering having the right to exchange their Ordinary Shares for cash, securities or other property; or (h) by virtue of the laws of the Cayman Islands or the Sponsor’s operating limited liability company agreement of the Sponsor upon dissolution of the Sponsor or Cantor’s organizational documents upon dissolution of Cantor; provided, however, that, Sponsor; (g) in the case event of clauses (a) through (e) or the Company’s liquidation prior to the consummation of a Business Combination; (h)) with respect to the Forward Purchase Warrants, these such transferees (as described in the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Forward Purchase Agreement.”; and

Private Placement Warrants, Working Capital Warrants and Forward Purchase Warrants. The Private Placement Warrants, the Working Capital Warrants and the Forward Purchase Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor, Cantor, Monroe CF & Co. or any of their Permitted Transferees (as defined below), as applicable, the Private Placement Warrants, the Working Capital Warrants and the Forward Purchase Warrants and any Ordinary Shares held by the SponsorWarrants: (i) may be exercised for cash or on a cashless basis, Cantorpursuant to subsection 3.3.1(c) hereof, Monroe or any of their Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants, the Working Capital Warrants and the Forward Purchase Warrants, (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) other thanshall not be redeemable by the Company; provided, however, that in the case of (ii), the Private Placement Warrants, the Working Capital Warrants and the Forward Purchase Warrants and any shares of Common Stock held by the Sponsor, CF & Co. or any Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants, the Working Capital Warrants and the Forward Purchase Warrants may be transferred by the holders thereof: (a) to the Company’s, Cantor’s or Monroe’s officers or directors, any affiliates affiliate or family members member of any of Cantor, Monroe or the Company’s officers or directors, any members affiliate of Cantor, Monroe the Sponsor or to any member(s) of the SponsorSponsor or any of their affiliates, or any affiliates of CantorCF & Co.’s officers, Monroe or the Sponsordirectors and direct and indirect equityholders; (b) in the case of an individual, by gift to a member of the such individual’s immediate family or to a trust, the beneficiary of which is a member of the such individual’s immediate family or family, an affiliate of such person, 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 the individualsuch 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 the Company’s 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, Monroe’s or Cantor’s liquidation prior to consummation of the Company’s initial Business Combination; (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 the Company’s an initial Business Combination, the Company completes a liquidation, consummates a merger, share capital stock exchange, reorganization or other similar transaction that results in all of the holders of the Company’s equity securities issued in the Offering having the right to exchange their Ordinary Shares shares of Common Stock for cash, securities or other property; or (h) by virtue of the laws of the Cayman Islands or the Sponsor’s operating agreement upon dissolution of the Sponsor or Cantor’s organizational documents upon dissolution of Cantor; provided, however, that, in the case of clauses (a) through (e) or (hg), these 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, Working Capital Warrants and Forward Purchase Warrants. The Private Placement Warrants, the Working Capital Warrants and the Forward Purchase Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor, Cantor, Monroe Initial Purchasers or any of their Permitted Transferees (as defined below), as applicable, the Private Placement Warrants, the Working Capital Warrants and Forward Purchase 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 Ordinary Shares issued upon exercise of the Private Placement Warrants, Working Capital Warrants and Forward Purchase 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); (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of (ii), the Private Placement Warrants, Working Capital Warrants and Forward Purchase Warrants and any Ordinary Shares held by the Sponsor, Cantor, Monroe Initial Purchasers or any of their Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants, the Working Capital Warrants and the Forward Purchase Warrants, Warrants may not be transferred, assigned or sold until thirty (30) days after the completion transferred by the Company of an initial Business Combination (as defined below) other thanholders thereof: (a) to the Company’s, Cantor’s or Monroe’s officers or directors, any affiliates affiliate or family members member of any of Cantor, Monroe or the Company’s officers or directors, any members or partners of Cantorthe Sponsor or their affiliates, Monroe or any affiliates of the Sponsor, or any affiliates employees of Cantor, Monroe or the Sponsorsuch affiliates; (b) in the case of an individual, by gift to a member of the such individual’s immediate family or to a trust, the beneficiary of which is a member of the such individual’s immediate family or family, an affiliate of such person, 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 the individualsuch 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 the Company’s 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, Monroe’s or Cantor’s liquidation prior to the consummation of the Company’s initial a Business Combination; (gh) with respect to the Forward Purchase Warrants, such transferees as described in the Forward Purchase Agreement; and (i) in the event that, subsequent to the consummation of the Company’s an initial Business Combination, the Company consummates completes a liquidation, merger, share exchange, reorganization exchange or other similar transaction that which results in all of the holders of the Company’s equity securities issued in the Offering its shareholders having the right to exchange their Ordinary Shares for cash, securities or other property; or (h) by virtue of the laws of the Cayman Islands or the Sponsor’s operating agreement upon dissolution of the Sponsor or Cantor’s organizational documents upon dissolution of Cantor; provided, however, that, in the case of clauses (a) through (e) or (hf), these 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, Working Capital Warrants and Forward Purchase Warrants. The Private Placement Warrants, the Working Capital Warrants and the Forward Purchase Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor, Cantor, Monroe or any of their Permitted Transferees (as defined below), as applicable, the Private Placement Warrants, the Working Capital Warrants and the Forward Purchase 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), (iii) in the case of Cantor, for as long as the Private Placement Warrants are held by Cantor or its designees or affiliates, they may not be exercised after five years from the effective date of the Registration Statement and (iv) shall not be redeemable by the Company; provided, however, that in the case of (ii), the Private Placement Warrants, the Working Capital Warrants, the Forward Purchase Warrants and any Ordinary Shares held by the Sponsor, Cantor, Monroe or any of their Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants, the Working Capital Warrants and the Forward Purchase Warrants, Warrants may not be transferred, assigned or sold until thirty (30) days after the completion transferred by the Company of an initial Business Combination (as defined below) other thanholders thereof: (a) to the Company’s, Cantor’s or Monroe’s officers or directors, any affiliates or family members of any of Cantor, Monroe or the Company’s officers or directors, any members of Cantor, Monroe or the Sponsor, or any affiliates of Cantor, Monroe or the Sponsor; (b) in the case of an individual, by gift to a member of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate of such person, or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made with any forward purchase agreement or similar arrangement or in connection with the consummation of the Company’s Business Combination at prices no greater than the price at which the Warrants were originally purchased; (f) in the event of the Company’s, Monroe’s or Cantor’s liquidation prior to consummation of the Company’s initial Business Combination; (g) in the event that, subsequent to the consummation of the Company’s initial Business Combination, the Company consummates a merger, share exchange, reorganization or other similar transaction that results in all of the holders of the Company’s equity securities issued in the Offering having the right to exchange their Ordinary Shares for cash, securities or other property; or (h) by virtue of the laws of the Cayman Islands or the Sponsor’s operating agreement upon dissolution of the Sponsor or Cantor’s organizational documents upon dissolution of Cantor; provided, however, that, in the case of clauses (a) through (e) or (h), these 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, Working Capital Warrants and Forward Purchase Warrants. The Private Placement Warrants, the Working Capital Warrants and the Forward Purchase Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor, Cantor, Monroe Sponsor or any of their Permitted Transferees (as defined below), as applicable, the Private Placement Warrants, the Working Capital Warrants and the Forward Purchase Warrants and any Ordinary Shares held by the SponsorWarrants: (i) may be exercised for cash or on a cashless basis, Cantorpursuant to subsection 3.3.1(c) hereof, Monroe or any of their Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants, the Working Capital Warrants and the Forward Purchase Warrants, (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) other thanshall not be redeemable by the Company; provided, however, that in the case of (ii), the Private Placement Warrants, the Working Capital Warrants and the Forward Purchase 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, the Working Capital Warrants and the Forward Purchase Warrants may be transferred by the holders thereof: (a) to the Company’s, Cantor’s or Monroe’s officers or directors, any affiliates affiliate or family members member of any of Cantor, Monroe or the Company’s officers or directors, any members affiliate of Cantor, Monroe the Sponsor or to any member(s) of the Sponsor, Sponsor or any affiliates of Cantortheir affiliates, Monroe or the Sponsorofficers, directors and direct and indirect equityholders; (b) in the case of an individual, by gift to a member of the such individual’s immediate family or to a trust, the beneficiary of which is a member of the such individual’s immediate family or family, an affiliate of such person, 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 the individualsuch 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 the Company’s 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, Monroe’s or Cantor’s liquidation prior to consummation of the Company’s initial Business Combination; (g) in the event that, subsequent to the consummation of the Company’s initial Business Combination, the Company consummates a merger, share exchange, reorganization or other similar transaction that results in all of the holders of the Company’s equity securities issued in the Offering having the right to exchange their Ordinary Shares for cash, securities or other property; or (hg) by virtue of the laws of the Cayman Islands State of Delaware or the Sponsor’s operating limited liability company agreement upon dissolution of the Sponsor or Cantor’s organizational documents upon dissolution of CantorSponsor; provided, however, that, in the case of clauses (a) through (e) or (hg), these 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, Working Capital Warrants and Forward Purchase Warrants. The Private Placement Warrants, the Working Capital Warrants and the Forward Purchase Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor, Cantor, Monroe Initial Purchasers or any of their Permitted Transferees (as defined below), as applicable, the Private Placement Warrants, the Working Capital Warrants and Forward Purchase 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, Working Capital Warrants and Forward Purchase 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 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, Working Capital Warrants and Forward Purchase Warrants and any Ordinary Class A Shares held by the Sponsor, Cantor, Monroe Initial Purchasers or any of their Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants, the Working Capital Warrants and the Forward Purchase Warrants, Warrants may not be transferred, assigned or sold until thirty (30) days after the completion transferred by the Company of an initial Business Combination (as defined below) other thanholders thereof: (a) 2.6.1. to the Company’s, Cantor’s or Monroe’s officers or directors, any affiliates affiliate or family members member of any of Cantor, Monroe or the Company’s officers or directors, any members or partners of Cantorthe Sponsor or their affiliates, Monroe or any affiliates of the Sponsor, or any affiliates employees of Cantor, Monroe or the Sponsorsuch affiliates; (b) 2.6.2. in the case of an individual, by gift to a member of the such individual’s immediate family or to a trust, the beneficiary of which is a member of the such individual’s immediate family or family, an affiliate of such person, 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 the individualsuch 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 the Company’s an initial Business Combination at prices no greater than the price at which the Class A Shares or Warrants were originally purchased; (f) in the event of the Company’s, Monroe’s or Cantor’s liquidation prior to consummation of the Company’s initial Business Combination; (g) in the event that, subsequent to the consummation of the Company’s initial Business Combination, the Company consummates a merger, share exchange, reorganization or other similar transaction that results in all of the holders of the Company’s equity securities issued in the Offering having the right to exchange their Ordinary Shares for cash, securities or other property; or (h) 2.6.6. by virtue of the laws of the Cayman Islands or the Sponsor’s operating limited liability company agreement of the Sponsor upon dissolution of the Sponsor Sponsor; 2.6.7. in the event of the Company’s liquidation prior to the consummation of a Business Combination; 2.6.8. with respect to the Forward Purchase Warrants, such transferees as described in the Forward Purchase Agreement; 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 Cantor’s organizational documents upon dissolution other similar transaction which results in all of Cantorits shareholders having the right to exchange their Class A Shares for cash, securities or other property; provided, however, that, in the case of clauses (a) 2.6.1 through (e) or (h)2.6.6, these 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.”