Common use of Private Placement Warrants Clause in Contracts

Private Placement Warrants. The Warrant Agent shall not register any transfer of Private Placement Warrants until after the consummation by the Company of an initial Business Combination, except for transfers (a) to our officers or directors, any affiliates or family members of any of our officers or directors, any members of our sponsor, or any affiliates of our sponsor; (b) in the case of an individual, by gift to a member of one of the members of the individual’s immediate family or to a trust, the beneficiary of which is a member of one of the 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 the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with the consummation of an initial business combination at prices no greater than the price at which the securities were originally purchased; (f) in the event of our liquidation prior to the completion of our initial business combination; (g) by virtue of the laws of Delaware or our sponsor’s limited liability company agreement upon dissolution of our sponsor; or (h) in the event of our liquidation, merger, capital stock exchange, reorganization or other similar transaction which results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property subsequent to our completion of our initial business combination; provided, however, that in the case of clauses (a) through (e) or (g) these permitted transferees (each, a "Permitted Transferee") must enter into a written agreement agreeing to be bound by these transfer restrictions and the other restrictions contained in the letter agreements and by the same agreements entered into by our sponsor with respect to such securities (including provisions relating to voting, the trust account and liquidation distributions described elsewhere in this prospectus).

Private Placement Warrants. The Warrant Agent shall not register any transfer of Private Placement Warrants until 30 days after the consummation by the Company of an initial Business Combination, except for transfers (ai) to our the Company’s officers or directors, any affiliates or family members of any of our the Company’s officers or directors, any members or partners of our sponsorthe Company’s sponsor or their affiliates, or any affiliates of our the Company’s sponsor; , (bii) in the case of an individual, by gift to a member of one of the members of the individual’s immediate family or to a trust, the beneficiary of which is a member of one 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 the individual; , (div) in the case of an individual, pursuant to a qualified domestic relations order; , (ev) by private sales or transfers made in connection with the consummation of an initial business combination Business Combination at prices no greater than the price at which the securities Private Placement Warrants were originally purchased; , (fvi) by virtue of the holder’s organizational documents upon liquidation or dissolution of the holder, (vii) to the Company for no value for cancellation in connection with the consummation of the Business Combination, (viii) in the event of our the Company’s liquidation prior to the completion of our initial business combination; (g) by virtue of the laws of Delaware or our sponsor’s limited liability company agreement upon dissolution of our sponsor; a Business Combination, or (hix) in the event of our completion of a liquidation, merger, capital stock exchange, reorganization share exchange or other similar transaction which results in all of our stockholders the Company’s shareholders having the right to exchange their shares of common stock Class A Ordinary Shares for cash, securities or other property subsequent to our the completion of our initial business combination; provideda Business Combination, however, that in the each case of clauses (a) through except for clause (evii) or with the prior written consent of the Company) on the condition that prior to such registration for transfer, the Warrant Agent shall be presented with written documentation pursuant to which each transferee or the trustee or legal guardian for such transferee (gthe “ permitted transferees”) these permitted transferees (each, a "Permitted Transferee") 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 and by the same agreements entered into by our sponsor with respect to such securities (including provisions relating to voting, the trust account and liquidation distributions described elsewhere in this prospectus)Private Placement Warrants Purchase Agreement.

Private Placement Warrants. The Warrant Agent shall not register any transfer of Private Placement Warrants until after the consummation by the Company of an initial Business Combination, except for transfers (ai) among the initial stockholders or to the Company’s or the initial stockholders’ members, officers, directors, consultants or their affiliates, (ii) to our officers a holder’s stockholders or directorsmembers upon the holder’s liquidation, any affiliates or family members of any of our officers or directorsin each case if the holder is an entity, any members of our sponsor, or any affiliates of our sponsor; (biii) in the case of an individual, by bona fide gift to a member of one of the members of the individualholder’s immediate family or to a trust, the beneficiary of which is the holder or a member of one of the individualholder’s immediate family, an affiliate of such person or to a charitable organization; in each case for estate planning purposes, (civ) in the case of an individual, by virtue of the laws of descent and distribution upon death of the individual; death, (dv) in the case of an individual, pursuant to a qualified domestic relations order; , (evi) by private sales or transfers made to the Company for no value for cancellation in connection with the consummation of an initial business combination a Business Combination, (vii) in connection with the consummation of a Business Combination at prices no greater than the price at which the securities Warrants were originally purchased; , (fviii) in the event of our the Company’s liquidation prior to the completion its consummation of our an initial business combination; (g) by virtue of the laws of Delaware or our sponsor’s limited liability company agreement upon dissolution of our sponsor; Business Combination or (hix) in the event that, subsequent to the consummation of our an initial Business Combination, the Company completes a liquidation, merger, capital stock exchange, reorganization exchange or other similar transaction which results in all of our the Company’s stockholders having the right to exchange their shares of common stock Common Stock for cash, securities or other property subsequent to our completion of our initial business combination; providedproperty, however, that in the each case of (except for clauses (a) through vi), (eviii) or (gix) these permitted transferees or with the Company’s prior written consent) on the condition that prior to such registration for transfer, the Warrant Agent shall be presented with written documentation pursuant to which each transferee (each, a "“Permitted Transferee"”) must enter into a written agreement agreeing or the trustee or legal guardian for such Permitted Transferee agrees to be bound by these the transfer restrictions and the other restrictions contained in this Agreement and any other applicable agreement the letter agreements and by the same agreements entered into by our sponsor with respect to such securities (including provisions relating to voting, the trust account and liquidation distributions described elsewhere in this prospectus)transferor is bound by.

Private Placement Warrants. 2.6.1 The Warrant Agent shall not register any transfer of Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by either Purchaser or any of its Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) may not be transferred, assigned or sold until the date that is thirty (30) days after the consummation completion by the Company of an initial Business CombinationCombination (as defined below), except for transfers and (iii) shall not be redeemable by the Company; provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares held by either Purchaser or any of its Permitted Transferees and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to our the Company’s officers or directors, any affiliates affiliate or family members member of any of our the Company’s officers or directors, any members of our sponsor, directors or any affiliates affiliate of our sponsor; the Sponsor or to any member(s) of the Sponsor or any of their affiliates, (b) in the case of an individual, by as a gift to a member of one of the members of the individualsuch person’s immediate family or to a trust, the beneficiary of which is a member of one of the individualsuch person’s immediate family, an affiliate of such person or to a charitable organization; , (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of the individual; such person, (d) in the case of an individual, pursuant to a qualified domestic relations order; , (e) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of an initial business combination a Business Combination at prices no greater than the price at which the securities Ordinary Shares or Warrants were originally purchased; , (f) in the event of our liquidation prior to the completion of our initial business combination; (g) by virtue of the laws of the State of Delaware or our sponsorthe Sponsor’s limited liability company agreement upon dissolution of our sponsor; or Sponsor, (g) in the event of the Company’s liquidation prior to consummation of the Company’s initial Business Combination, or (h) in the event that, subsequent to the consummation of our an initial Business Combination, the Company completes a liquidation, merger, capital stock exchange, reorganization share exchange or other similar transaction which that results in all of our stockholders the Company’s shareholders having the right to exchange their shares of common stock Ordinary Shares for cash, securities or other property subsequent to our completion of our initial business combinationproperty; provided, however, that that, in the case of clauses (a) through (e) or (g) f), these permitted transferees (each, a "the “Permitted Transferee"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 and by the same agreements entered into by our sponsor with respect to such securities (including provisions relating to voting, the trust account and liquidation distributions described elsewhere in this prospectus)Agreement.

Private Placement Warrants. The Warrant Agent shall not register any transfer of Private Placement Warrants until 30 days after the consummation by the Company of an initial Business Combination, except for transfers (ai) to our the Company’s officers or directors, any affiliates or family members of any of our the Company’s officers or directors, any members or partners of our sponsorthe Sponsor or their affiliates, or any affiliates of our sponsor; the Sponsor, (bii) in the case of an individual, by gift to a member of one of the members of the individual’s immediate family or to a trust, the beneficiary of which is a member of one 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 the individual; , (div) in the case of an individual, pursuant to a qualified domestic relations order; , (ev) by private sales or transfers made in connection with the consummation of an initial business combination Business Combination at prices no greater than the price at which the securities Private Placement Warrants were originally purchased; , (fvi) by virtue of the holder’s organizational documents upon liquidation or dissolution of the holder, (vii) to the Company for no value for cancellation in connection with the consummation of the Business Combination, (viii) in the event of our the Company’s liquidation prior to the completion of our initial business combination; (g) by virtue of the laws of Delaware or our sponsor’s limited liability company agreement upon dissolution of our sponsor; a Business Combination, or (hix) in the event of our completion of a liquidation, merger, capital stock exchange, reorganization share exchange or other similar transaction which results in all of our stockholders the Company’s shareholders having the right to exchange their shares of common stock Class A Ordinary Shares for cash, securities or other property subsequent to our the completion of our initial business combination; provideda Business Combination, however, that in the each case of clauses (a) through except for clause (evii) or with the prior written consent of the Company) on the condition that prior to such registration for transfer, the Warrant Agent shall be presented with written documentation pursuant to which each transferee or the trustee or legal guardian for such transferee (gthe “ permitted transferees”) these permitted transferees (each, a "Permitted Transferee") 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 and by the same agreements entered into by our sponsor with respect to such securities (including provisions relating to voting, the trust account and liquidation distributions described elsewhere in this prospectus)Private Placement Warrants Purchase Agreement.

Private Placement Warrants. The Warrant Agent shall not register any transfer of Private Placement 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: (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 consummation completion by the Company of an initial Business CombinationCombination (as defined below), except for transfers and (iii) shall not be redeemable by the Company; provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to our the Company’s officers or directors, any affiliates or family members of any of our the Company’s officers or directors, any members of our sponsorthe Sponsor, or any affiliates of our sponsor; the Sponsor, (b) in the case of an individual, by gift to a member of one of the members of the individual’s immediate family or to a trust, the beneficiary of which is a member of one of the individual’s immediate family, family or an affiliate of such person 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 by transfers made in connection with the consummation of an initial business combination the Company’s Business Combination at prices no greater than the price at which the securities were originally purchased; ; (f) in the event of our the Company’s liquidation prior to the Company’s completion of our an initial business combination; Business Combination; (g) by virtue of the laws of Delaware the Cayman Islands or our sponsorthe Sponsor’s limited liability company agreement memorandum and articles of association upon dissolution of our sponsorthe Sponsor; or and (h) in the event of our the Company’s completion of a liquidation, merger, capital stock exchange, reorganization exchange or other similar transaction which results in all of our stockholders the Company’s shareholders having the right to exchange their shares of common stock Ordinary Shares for cash, securities or other property subsequent to our the completion of our the Company’s initial business combinationBusiness Combination; provided, however, that that, in the case of clauses (a) through (e) or (g) ), these permitted transferees (each, a "the “Permitted Transferee"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 and by the same agreements entered into by our sponsor with respect to such securities (including provisions relating to voting, the trust account and liquidation distributions described elsewhere in this prospectus)Agreement.

Private Placement Warrants. The Warrant Agent shall not register any transfer of Private Placement Warrants until after the consummation by the Company of an initial Business Combination, except for transfers (ai) to our the Company’s officers or directors, any affiliates or family members of any of our the Company’s officers or directors, any members or partners of our sponsorthe Sponsor or their affiliates, or any affiliates of our sponsor; the Sponsor, (bii) in the case of an individual, by gift to a member of one of the members of the individual’s immediate family or to a trust, the beneficiary of which is a member of one 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 the individual; , (div) in the case of an individual, pursuant to a qualified domestic relations order; , (ev) by private sales or transfers made in connection with the consummation of an initial business combination Business Combination at prices no greater than the price at which the securities Private Placement Warrants were originally purchased; , (fvi) by virtue of the holder’s organizational documents upon liquidation or dissolution of the holder, (vii) to the Company for no value for cancellation in connection with the consummation of the Business Combination, (viii) in the event of our the Company’s liquidation prior to the completion of our initial business combination; (g) by virtue of the laws of Delaware or our sponsor’s limited liability company agreement upon dissolution of our sponsor; a Business Combination, or (hix) in the event of our completion of a liquidation, merger, capital stock exchange, reorganization share exchange or other similar transaction which results in all of our stockholders the Company’s shareholders having the right to exchange their shares share of common stock Common Stock for cash, securities or other property subsequent to our the completion of our initial business combination; provideda Business Combination, however, that in the each case of clauses (a) through except for clause (evii) or with the prior written consent of the Company) on the condition that prior to such registration for transfer, the Warrant Agent shall be presented with written documentation pursuant to which each transferee or the trustee or legal guardian for such transferee (gthe “permitted transferees”) these permitted transferees (each, a "Permitted Transferee") 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 and by the same agreements entered into by our sponsor with respect to such securities (including provisions relating to voting, the trust account and liquidation distributions described elsewhere in this prospectus)Private Placement Warrants Purchase Agreement.

Private Placement Warrants. The Warrant Agent shall not register any transfer of Private Placement Warrants until 30 days after the consummation by the Company of an initial Business Combination, except for transfers (ai) to our the Company’s officers or directors, any affiliates or family members of any of our the Company’s officers or directors, any members or partners of our sponsorthe Sponsor or their affiliates, or any affiliates of our sponsor; the Sponsor, (bii) in the case of an individual, by gift to a member of one of the members of the individual’s immediate family or to a trust, the beneficiary of which is a member of one 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 the individual; , (div) in the case of an individual, pursuant to a qualified domestic relations order; , (ev) by private sales or transfers made in connection with the consummation of an initial business combination Business Combination at prices no greater than the price at which the securities Private Placement Warrants were originally purchased; , (fvi) by virtue of the holder’s organizational documents upon liquidation or dissolution of the holder, (vii) to the Company for no value for cancellation in connection with the consummation of the Business Combination, (viii) in the event of our the Company’s liquidation prior to the completion of our initial business combination; (g) by virtue of the laws of Delaware or our sponsor’s limited liability company agreement upon dissolution of our sponsor; a Business Combination, or (hix) in the event of our completion of a liquidation, merger, capital stock exchange, reorganization share exchange or other similar transaction which results in all of our stockholders the Company’s shareholders having the right to exchange their shares of common stock Class A Ordinary Shares for cash, securities or other property subsequent to our the completion of our initial business combination; provideda Business Combination, however, that in the each case of clauses (a) through except for clause (evii) or with the prior written consent of the Company) on the condition that prior to such registration for transfer, the Warrant Agent shall be presented with written documentation pursuant to which each transferee or the trustee or legal guardian for such transferee (gthe “permitted transferees”) these permitted transferees (each, a "Permitted Transferee") 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 and by the same agreements entered into by our sponsor with respect to such securities (including provisions relating to voting, the trust account and liquidation distributions described elsewhere in this prospectus)Private Placement Warrants Purchase Agreement.