Common use of Private Placement Warrants Clause in Contracts

Private Placement Warrants. The Private Placement Warrants and the Working Capital Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below) 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(b) hereof, (ii) including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.1.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of clause (ii), the Private Placement Warrants, the Working Capital Warrants and any Class A ordinary shares held by the Sponsor or any of its Permitted Transferees that are issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors, any affiliate of the Sponsor or to any member of the Sponsor or any of their affiliates or shareholders; (b) in the case of an individual, as a gift to such person’s immediate family or to a trust, the beneficiary of which is a member of such person’s immediate family, 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 such person; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) in the case of a trust, by distribution to one or more of the permissible beneficiaries of such trust; (f) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of a Business Combination at prices no greater than the price at which the shares or warrants were originally purchased; (g) by virtue of the laws of the Cayman Islands upon termination and winding up of the Sponsor; (h) in the event of the Company’s liquidation prior to the Company’s consummation of its Business Combination; or (i) in the event that, subsequent to the Company’s consummation of its initial Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property; provided, however, that in the case of clauses (a) through (g) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions and the other restrictions contained in the letter agreements (the “Permitted Transferees”).

Private Placement Warrants. The Warrant Agent shall not register any transfer of Private Placement Warrants and the Working Capital Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below) 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(b) hereof, (ii) including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) 30 days after the completion consummation by the Company of an initial Business Combination, except for transfers (iii) shall not be redeemable by the Company pursuant to Section 6.1.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.1.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of clause (ii), the Private Placement Warrants, the Working Capital Warrants and any Class A ordinary shares held by the Sponsor or any of its Permitted Transferees that are issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred by the holders thereof: (ai) to the Company’s officers or directors, any affiliate affiliates or family member members of any of the Company’s officers or directors, any affiliate members or partners of the Sponsor Company’s sponsor or to their affiliates, or any member affiliates of the Sponsor or any of their affiliates or shareholders; Company’s sponsor, (bii) in the case of an individual, as a by gift to such persona member of the individual’s immediate family or to a trust, the beneficiary of which is a member of such personone of the individual’s immediate family, an affiliate of such person or to a charitable organization; , (ciii) in the case of an individual, by virtue of laws of descent and distribution upon death of such person; the individual, (div) in the case of an individual, pursuant to a qualified domestic relations order; , (e) in the case of a trust, by distribution to one or more of the permissible beneficiaries of such trust; (fv) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of a Business Combination at prices no greater than the price at which the shares or warrants Private Placement Warrants were originally purchased; , (gvi) by virtue of the laws holder’s organizational documents upon liquidation or dissolution of the Cayman Islands upon termination and winding up holder, (vii) to the Company for no value for cancellation in connection with the consummation of the Sponsor; Business Combination, (hviii) in the event of the Company’s liquidation prior to the Company’s consummation completion of its a Business Combination; , or (iix) in the event that, subsequent to the Company’s consummation of its initial Business Combination, the Company completes completion of a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares Ordinary Shares for cash, securities or other property; providedproperty subsequent to the completion of a Business Combination, howeverin each case (except for clause (vii) or with the prior written consent of the Company) on the condition that prior to such registration for transfer, that in the case of clauses Warrant Agent shall be presented with written documentation pursuant to which each transferee or the trustee or legal guardian for such transferee (athe “ permitted transferees”) through (g) these permitted transferees must enter into a written agreement agreeing agrees to be bound by these transfer restrictions and the other restrictions contained in terms of the letter agreements (the “Permitted Transferees”)Private Placement Warrants Purchase Agreement.

Private Placement Warrants. The Private Placement Warrants and the Working Capital Warrants shall be identical to the Public Offering Warrants, except that so long as they are held by the Sponsor original holders, or any of its their Permitted Transferees (as defined below) the Private Placement Warrants and the Working Capital Warrants: ): (i) they may be exercised for cash or on a “cashless basis,” , pursuant to subsection 3.3.1(b3.3.1(c) hereof, (ii) including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants, they 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) they shall not be redeemable by the Company pursuant to Section 6.1.1 hereof and (iv) shall only be redeemable with respect to the Private Placement Warrants held by the Company pursuant to Section 6.1.2 if Underwriters, they will expire five years from the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof)effective date of the Registration Statement; provided, however, that in the case of clause (ii), the Private Placement Warrants, the Working Capital Warrants and any Class A ordinary shares of the Common Stock held by the Sponsor or any of its Permitted Transferees that are Initial Warrantholders and issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred by the holders thereofInitial Warrantholders: (a) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors, directors or any affiliate of the Sponsor Initial Warrantholders or to any member limited partner(s) of the Sponsor or any of their affiliates or shareholdersInitial Warrantholders; (b) in the case of an individualXxxx X. Xxxxxxxx, as a by gift to such person’s a member of his immediate family or to a trust, the beneficiary of which is a member of such person’s his immediate family, an affiliate of such person family or to a charitable organization; (c) in the case of an individualXxxx X. Xxxxxxxx, by virtue of the laws of descent and distribution upon the death of such personXxxx X. Xxxxxxxx; (d) in the case of an individualXxxx X. Xxxxxxxx, pursuant to a qualified domestic relations order; (e) in the case of a trust, by distribution to one or more of the permissible beneficiaries of such trust; (f) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of a Business Combination at prices no greater than the price at which the shares or warrants were originally purchased; (g) by virtue of the laws of the Cayman Islands state of Delaware or an Initial Warrantholder’s limited partnership agreement (or comparable organizational document) upon termination and winding up dissolution of the Sponsoran Initial Warrantholder; (hf) in the event of the Company’s liquidation prior to the completion of the Company’s consummation of its initial Business Combination; or (ig) in the event that, subsequent to the Company’s consummation of its initial Business Combination, that the Company completes consummates a subsequent liquidation, merger, share stock exchange or other similar transaction which that results in all of the holders of the Company’s shareholders equity securities issued in the Offering having the right to exchange their Class A ordinary shares of the Common Stock for cash, securities or other propertyproperty subsequent to the consummation of the Company’s initial Business Combination; provided, however, that that, in the case of clauses (a) through (g) d), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions and the other restrictions contained in the letter agreements (the “Permitted Transferees”)) enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Private Placement Warrants. The Private Placement Warrants and the Working Capital Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below) 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(b) hereof, (ii) including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.1.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of clause (ii), the Private Placement Warrants, the Working Capital Warrants and any Class A ordinary shares held by the Sponsor or any of its Permitted Transferees that are issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors, any affiliate of the Sponsor or to any member of the Sponsor or any of their affiliates or shareholders; (b) in the case of an individual, as a gift to such person’s immediate family or to a trust, the beneficiary of which is a member of such person’s immediate family, 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 such person; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) in the case of a trust, by distribution to one or more of the permissible beneficiaries of such trust; (f) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of a Business Combination at prices no greater than the price at which the shares or warrants were originally purchased; (g) by virtue of the laws of the Cayman Islands upon termination and winding up of the Sponsor; (h) in the event of the Company’s liquidation prior to the Company’s consummation of its Business Combination; or (i) in the event that, subsequent to the Company’s consummation of its initial Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property; provided, however, that in the case of clauses (a) through (g) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions and the other restrictions contained in the letter agreements (the “Permitted Transferees”).;

Private Placement 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 a Placement Purchaser or any of its Permitted Transferees (as defined below) 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(b3.3.1(c) hereof, (ii) including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business CombinationCombination (as defined below) except to its Permitted Transferees, and (iii) shall not be redeemable by the Company pursuant to Section 6.1.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.1.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof)Company; provided, however, that in the case of clause (ii), the Private Placement Warrants, the Working Capital Warrants and any Class A ordinary shares of Common Stock held by the Sponsor a Placement Purchaser or any a member of its Permitted Transferees that are a Placement Purchaser and issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred by the holders thereofthereof to the following “Permitted Transferees”: (a1) to the other holders of Private Placement Warrants, to the Company’s officers or directorsofficers, any affiliate or family member of any of the Companydirectors and employees, to a holder’s officers or directors, any affiliate of the Sponsor or to any member of the Sponsor or any of their affiliates or shareholders; its members upon its liquidation, (b2) in the case of an individualto relatives and trusts for estate planning purposes, as a gift to such person’s immediate family or to a trust, the beneficiary of which is a member of such person’s immediate family, an affiliate of such person or to a charitable organization; (c3) in the case of an individual, by virtue of the laws of descent and distribution upon death of such person; death, (d4) in the case of an individual, pursuant to a qualified domestic relations order; , (e5) to third parties in the case of a trust, by distribution to one or more of the permissible beneficiaries of such trust; (f) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of a Business Combination at prices no greater than the price at which the shares or warrants securities were originally purchased; purchased or (g6) by virtue of the laws of the Cayman Islands upon termination and winding up of the Sponsor; (h) in the event of the Company’s liquidation prior to the Company’s Company for cancellation in connection with the consummation of its Business Combination; or (i) in the event that, subsequent to the Company’s consummation of its an initial Business Combination, in each case (except for clause 6) where the Company completes a liquidation, merger, share exchange or other similar transaction which results in all transferee agrees to the terms of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property; provided, however, that in the case of clauses (a) through (g) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer applicable restrictions and agreements of the other restrictions contained in holders of the letter agreements (the “Permitted Transferees”)Private Placement Warrants.

Private Placement Warrants. The Private Placement Warrants and the Working Capital Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below) 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(b3.3.1(c) hereof, (ii) including the Class A ordinary shares Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1.1 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.1.2 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of clause (ii), the Private Placement Warrants, the Working Capital Warrants and any Class A ordinary shares held by the Sponsor or any of its Permitted Transferees that are Ordinary Shares issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliate affiliates or family member members of any of the Company’s officers or directors, any affiliate members or partners of the Sponsor or to their affiliates, any member affiliates of the Sponsor Sponsor, or any employees of their affiliates or shareholderssuch affiliates; (b) in the case of an individual, as a by gift to such persona member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of such personthe individual’s immediate family, 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 such personthe individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) in the case of a trust, by distribution to one or more of the permissible beneficiaries of such trust; (f) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement agreement or in connection with the consummation of a the Company’s Business Combination at prices no greater than the price at which the shares Private Placement Warrants or warrants Ordinary Shares, as applicable, were originally purchased; (g) by virtue of the laws of the Cayman Islands Sponsor’s organizational documents upon termination and winding up liquidation or dissolution of the Sponsor; (h) to the Company for no value for cancellation in connection with the consummation of the Company’s initial Business Combination; in the event of the Company’s liquidation prior to the Company’s consummation of its Business Combination; or (i) in the event that, subsequent to the Company’s consummation completion of its initial Business Combination, ; or in the Company completes event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s public shareholders having the right to exchange their Class A ordinary shares Ordinary Shares for cash, securities or other propertyproperty subsequent to the completion of the Company’s initial Business Combination; provided, however, that that, in the case of clauses (a) through (g) f), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by these the transfer restrictions and the other restrictions contained in the letter agreements (the “Permitted Transferees”)this Agreement.

Private Placement Warrants. The Private Placement Warrants and the Working Capital Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below) 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(b3.3.1(c) hereof, (ii) including the Class A ordinary shares Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1.1 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.1.2 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of clause (ii), the Private Placement Warrants, the Working Capital Warrants and any Class A ordinary shares held by the Sponsor or any of its Permitted Transferees that are Ordinary Shares issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliate affiliates or family member members of any of the Company’s officers or directors, any affiliate members or partners of the Sponsor or to their affiliates, any member affiliates of the Sponsor Sponsor, or any employees of their affiliates or shareholderssuch affiliates; (b) in the case of an individual, as a by gift to such persona member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of such personthe individual’s immediate family, 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 such personthe individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) in the case of a trust, by distribution to one or more of the permissible beneficiaries of such trust; (f) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of a the Company’s Business Combination at prices no greater than the price at which the shares Private Placement Warrants or warrants Ordinary Shares, as applicable, were originally purchased; (g) by virtue of the laws of the Cayman Islands Sponsor’s organizational documents upon termination and winding up liquidation or dissolution of the Sponsor; (h) to the Company for no value for cancellation in connection with the consummation of our initial Business Combination; in the event of the Company’s liquidation prior to the Company’s consummation of its Business Combination; or (i) in the event that, subsequent to the Company’s consummation completion of its initial Business Combination, ; or in the Company completes event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s public shareholders having the right to exchange their Class A ordinary shares Ordinary Shares for cash, securities or other propertyproperty subsequent to the completion of the Company’s initial Business Combination; • • provided, however, that that, in the case of clauses (a) through (g) f), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by these the transfer restrictions and the other restrictions contained in the letter agreements (the “Permitted Transferees”)this Agreement.