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:

Private Placement Warrants. 2.6.1 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, a BlackRock Entity or any of its their 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(b) hereof, (ii) including the shares of Class A ordinary shares common stock 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 shares of Class A ordinary shares common stock held by the Sponsor Sponsor, a BlackRock Entity or any of its their respective Permitted Transferees that are issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred by the holders thereof:

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 Initial Purchasers or any of its their 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(b3.3.1(c) hereof, ; (ii) may not (including the Class A ordinary shares issuable Shares issued upon exercise of the Private Placement 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 Combination, ; (iii) shall not be redeemable by the Company pursuant to Section 6.1.1 hereof and 6.1 hereof; (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); (v) use a different Black-Scholes Warrant Model for purposes of calculating the Black-Scholes Warrant Value as specified in Section 4.4; and (vi) are not subject to the cashless exercise provisions of Section 7.4.1(b); provided, however, that in the case of clause (ii), the Private Placement Warrants, the Working Capital Warrants and any Class A ordinary shares Shares held by the Sponsor Initial Purchasers or any of its their Permitted Transferees that are Transferees, as applicable, and issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred by the holders thereof:

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 Initial Stockholders or any of its Permitted Transferees (as defined below) of the Initial Stockholders 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 with respect to Private Placement Warrants held by FL Co-Investment and Intrepid Financial Partners, will not be exercisable more than five years from the Class A ordinary shares issuable upon exercise effective date of the Private Placement WarrantsRegistration Statement in accordance with FINRA Rule 5110(g)(8)(A), (iii) 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), (iiiiv) shall not be redeemable by the Company for cash pursuant to Section 6.1.1 6.1 hereof and (ivv) shall only be redeemable by the Company pursuant to Section 6.1.2 6.2 hereof 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 shares of Class A ordinary shares Common Stock held by the Sponsor Initial Stockholders or any of its Permitted Transferees that are of the Initial Stockholders and issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred by the holders thereof:

Private Placement Warrants. 2.6.1 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) ), 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(b) hereof, (ii) including the shares of Class A ordinary shares common stock 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 shares of Class A ordinary shares common stock 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:

Private Placement Warrants. 2.6.1 The 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 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 a 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) last reported sale price of our Ordinary Shares on the trading day prior to the date on which the Company sends the notice of redemption to the holders of the Warrants is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of that, notwithstanding clause (ii), the Private Placement Warrants, the Working Capital Warrants and any Class A ordinary shares 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:

Private Placement Warrants. 2.6.1 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 with respect to (ii), the Working Capital Warrants: Restricted Shares (as defined below)): (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 the date that is 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 Section 6.1.1 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.1.2 6.2 hereof 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 Ordinary Shares held by the Sponsor or any of its Permitted Transferees that are (as defined below) and issued upon exercise of the Private Placement Warrants and the Working Capital Warrants (“Restricted Shares”) may be transferred by the holders thereof:

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 RMG Sponsor II, LLC, a Delaware limited liability company, (“RMG II 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 ReNew Global 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 Combinationdate hereof, (iii) shall not be redeemable by the Company ReNew Global pursuant to Section 6.1.1 6.1 hereof and (iv) shall only be redeemable by the Company ReNew Global 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 ReNew Global 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:

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): (i) 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) the Private Placement Warrants (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 hereof and (iv) Private Placement Warrants 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 accordance with Section 4 hereof)) and (iv) shall not be redeemable by the Company pursuant to Section 6.1 hereof; provided, however, that in the case of clause (ii), the Private Placement Warrants, the Working Capital Warrants and any Class A ordinary shares Ordinary Shares held by the Sponsor or any of its Permitted Transferees that are and issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred by the holders thereof:

Private Placement Warrants. The 2.6.1The 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 initial purchasers thereof or any of its their 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 shares of Class A ordinary shares common stock 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 shares of Class A ordinary shares common stock held by the Sponsor initial purchasers thereof or any of its their Permitted Transferees that are issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred by the holders thereof: