Common use of Private Warrants and Working Capital Warrants Clause in Contracts

Private Warrants and Working Capital Warrants. The Warrant Agent shall not register any transfer of Private Warrants or Working Capital Warrants until after the consummation by the Company of an initial Business Combination, except for transfers (i) among the initial stockholders or to the Company’s or the initial stockholders’ members, officers, directors, consultants or their affiliates, (ii) to a holder’s stockholders or members upon the holder’s liquidation, in each case if the holder is an entity, (iii) by bona fide gift to a member of the holder’s immediate family or to a trust, the beneficiary of which is the holder or a member of the holder’s immediate family, in each case for estate planning purposes, (iv) by virtue of the laws of descent and distribution upon death, (v) pursuant to a qualified domestic relations order, (vi) to the Company for no value for cancellation in connection with the consummation of a Business Combination, (vii) in connection with the consummation of a Business Combination at prices no greater than the price at which the Warrants were originally purchased, (viii) in the event of the Company’s liquidation prior to its consummation of an initial Business Combination or (ix) in the event that, subsequent to the consummation of an initial Business Combination, the Company completes a liquidation, merger, capital stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their Common Stock for cash, securities or other property, in each case (except for clauses (vi), (viii) or (ix) 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”) or the trustee or legal guardian for such Permitted Transferee agrees to be bound by the transfer restrictions contained in this Agreement and any other applicable agreement the transferor is bound by.

Private Warrants and Working Capital Warrants. The Warrant Agent shall not register any transfer of Private Warrants or Working Capital Warrants until after the consummation by the Company of an initial Business Combination, except for transfers (i) among the initial stockholders or to the Company’s or the initial stockholders’ members, or the Company’s officers, directors, consultants or their affiliates, (ii) to a holder’s stockholders or members upon the holder’s liquidation, in each case if the holder is an entity, (iii) by bona fide gift to a member of the holder’s immediate family or to a trust, the beneficiary of which is the holder or a member of the holder’s immediate family, in each case for estate planning purposes, (iv) by virtue of the laws of descent and distribution upon death, (v) pursuant to a qualified domestic relations order, (vi) to the Company for no value for cancellation in connection with the consummation of a Business Combination, (vii) in connection with the consummation of a Business Combination by private sales at prices no greater than the price at which the Private Warrants were originally purchased, (viii) in the event of the Company’s liquidation prior to its consummation of an initial Business Combination or (ix) in the event that, subsequent to the consummation of an initial Business Combination, the Company completes a liquidation, merger, capital stock share exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their Common Stock for cash, securities or other property, in each case (except for clauses (vi), (viii) or (ix) 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”) or the trustee or legal guardian for such Permitted Transferee transferee agrees to be bound by the transfer restrictions contained in this Agreement section and any other applicable agreement the transferor is bound by.

Private Warrants and Working Capital Warrants. The Warrant Agent shall not register any transfer of Private Warrants or Working Capital Warrants until after the consummation by the Company of an initial Business Combination, except for transfers (i) among the initial stockholders or to the Company’s or the initial stockholders’ members, or the Company’s officers, directors, consultants or their affiliates, (ii) to a holder’s stockholders or members upon the holder’s liquidation, in each case if the holder is an entity, (iii) by bona fide gift to a member of the holder’s immediate family or to a trust, the beneficiary of which is the holder or a member of the holder’s immediate family, in each case for estate planning purposes, (iv) by virtue of the laws of descent and distribution upon death, (v) pursuant to a qualified domestic relations order, (vi) to the Company for no value for cancellation in connection with the consummation of a Business Combination, (vii) in connection with the consummation of a Business Combination by private sales at prices no greater than the price at which the Private Warrants were originally purchased, (viii) in the event of the Company’s liquidation prior to its consummation of an initial Business Combination or (ix) in the event that, subsequent to the consummation of an initial Business Combination, the Company completes a liquidation, merger, capital stock share exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property, in each case (except for clauses (vi), (viii) or (ix) 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”) or the trustee or legal guardian for such Permitted Transferee transferee agrees to be bound by the transfer restrictions contained in this Agreement section and any other applicable agreement the transferor is bound by.

Private Warrants and Working Capital Warrants. The Warrant Agent shall not register any transfer of Private Warrants or Working Capital Warrants until 30 days after the consummation by the Company of an initial Business Combination, except for transfers (ia) among the initial stockholders or to the Company’s officers or the initial stockholders’ members, officers, directors, consultants any affiliates or their family members of any of the Company’s officers or directors, any members of the Sponsor or any affiliate of the members of the Sponsor, any affiliates of the Sponsor or any employees of such affiliates, (iib) to a holder’s stockholders or members upon in the holder’s liquidationcase of an individual, in each case if the holder is an entity, (iii) transfers by bona fide gift to a member of the holderindividual’s immediate family or family, to a trust, the beneficiary of which is the holder or a member of the holderindividual’s immediate familyfamily or an affiliate of such person, or to a charitable organization; (c) in each the case for estate planning purposesof an individual, (iv) transfers by virtue of the laws of descent and distribution upon deathdeath of the individual; (d) in the case of an individual, (v) transfers pursuant to a qualified domestic relations order, ; (vie) to the Company for no value for cancellation in connection with the consummation of a Business Combination, (vii) transfers by private sales or transfers made in connection with the consummation of a Business Combination at prices no greater than the price at which the Warrants were originally purchased, ; (viiif) transfers in the event of the Company’s liquidation prior to the completion of its consummation of an initial Business Combination Combination; (g) transfers by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; (ixh) to the Company for no value for cancellation in the event that, subsequent to connection with the consummation of an initial Business Combination, ; or (i) in the Company completes a event of the Company’s liquidation, merger, capital stock exchange exchange, reorganization or other similar transaction which results in all of the Company’s stockholders having the right to exchange their Common Stock shares of common stock for cash, securities or other property, in each case (except for clauses (vi), (viii) or (ix) or with property subsequent to our completion of the Company’s prior written consentinitial Business Combination; provided, however, that in the case of clauses (a) on through (g) these permitted transferees (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 TransfereeTransferees”) or the trustee or legal guardian for such Permitted Transferee agrees must enter into a written agreement agreeing to be bound by these transfer restrictions and the transfer other restrictions contained in this Agreement the letter agreement, dated as of the date hereof, by and any other applicable agreement among the transferor is bound byCompany, the Sponsor and the Company’s directors and officers and by the same agreements entered into by the Sponsor with respect to such securities (including provisions relating to voting, the trust account and liquidation distributions described in the Prospectus).

Private Warrants and Working Capital Warrants. The Warrant Agent shall not register any transfer of Private Warrants or and Working Capital Warrants until after will be identical to the Public Warrants but they (i) will be exercisable either for cash or on a cashless basis at the holder’s option pursuant to Section 3.3.1(c), (ii) will not be redeemable by the Company, in either case as long as such warrants are held by the initial holders or their affiliates and permitted transferees (as provided below), (iii) will be subject to the transfer restrictions set forth below and (iv) may be subject to the limitations on exercise set forth in Section 3.3.2. The provisions of this Section 2.6 may not be modified, amended or deleted without the prior written consent of the Representative. Prior to the date that is 30 days following the consummation by the Company of an a Business Combination (as defined below), the Private Warrants and Working Capital Warrants may only be transferred by the holders thereof: (a) to any persons (including their affiliates and shareholders) participating in the Private Offering, officers, directors, shareholders, employees and members of the Sponsor and its affiliates; (b) amongst initial Business Combination, except for transfers holders (ias defined in the Registration Statement) among the initial stockholders or to the Company’s or the initial stockholders’ members, officers, directors, consultants or their affiliates, directors and employees; (iic) to if a holder’s stockholders or members upon the holder’s liquidation, in each case if the holder is an entity, as a distribution to its, partners, shareholders or members upon its liquidation; (iiid) by bona fide gift to a member of the holder’s immediate family or to a trust, the beneficiary of which is the a holder or a member of the a holder’s immediate family, in each case for estate planning purposes, ; (ive) by virtue of the laws of descent and distribution upon death, ; (vf) pursuant to a qualified domestic relations order, ; (vig) by certain pledges to secure obligations incurred in connection with purchases of the Company’s securities; (h) by private sales at prices no greater than the price at which the Private Warrants were originally purchased; or (i) to the Company for no value for cancellation in connection with the consummation of a Business Combination, (vii) in connection with the consummation of a Business Combination at prices no greater than the price at which the Warrants were originally purchased, (viii) in the event of the Company’s liquidation prior to its consummation of an initial Business Combination or (ix) in the event that, subsequent to the consummation of an initial Business Combination, the Company completes a liquidation, merger, capital stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their Common Stock for cash, securities or other property, in each case (except for clauses (vi), (viii) or (ix) 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”) or the trustee or legal guardian for such Permitted Transferee agrees to be bound by the transfer restrictions contained in this Agreement and any other applicable agreement the transferor is bound by.

Private Warrants and Working Capital Warrants. The Warrant Agent shall not register any transfer of Private Warrants or Working Capital Warrants until after the consummation by the Company of an initial Business Combination, except for transfers (i) among the initial stockholders shareholders or to the initial shareholders’ or the Company’s or the initial stockholders’ members, officers, directors, consultants or their affiliates, (ii) to a holder’s stockholders shareholders or members upon the holder’s liquidation, in each case if the holder is an entity, (iii) by bona fide gift to a member of the holder’s immediate family or to a trust, the beneficiary of which is the holder or a member of the holder’s immediate family, in each case for estate planning purposes, (iv) by virtue of the laws of descent and distribution upon death, (v) pursuant to a qualified domestic relations order, (vi) to the Company for no value for cancellation in connection with the consummation of a Business Combination, (vii) in connection with the consummation of a Business Combination by private sales at prices no greater than the price at which the Private Warrants were originally purchased, (viii) in the event of the Company’s liquidation prior to its consummation of an initial Business Combination or (ix) in the event that, subsequent to the consummation of an initial Business Combination, the Company completes a liquidation, merger, capital stock share exchange or other similar transaction which results in all of the Company’s stockholders shareholders having the right to exchange their Common Stock Shares for cash, securities or other property, in each case (except for clauses (vi), (viii) or (ix) 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”) or the trustee or legal guardian for such Permitted Transferee transferee agrees to be bound by the transfer restrictions contained in this Agreement section and any other applicable agreement the transferor is bound by.

Private Warrants and Working Capital Warrants. The Warrant Agent shall not register any transfer of Private Warrants or Working Capital Warrants until after the consummation by the Company of an initial Business Combination, except for transfers (i) among the initial stockholders shareholders or to the initial shareholders’ or the Company’s or the initial stockholders’ members, officers, directors, consultants or their affiliates, (ii) to a holder’s stockholders shareholders or members upon the holder’s liquidation, in each case if the holder is an entity, (iii) by bona fide gift to a member of the holder’s immediate family or to a trust, the beneficiary of which is the holder or a member of the holder’s immediate family, in each case for estate planning purposes, (iv) by virtue of the laws of descent and distribution upon death, (v) pursuant to a qualified domestic relations order, (vi) to the Company for no value for cancellation in connection with the consummation of a Business Combination, (vii) in connection with the consummation of a Business Combination by private sales at prices no greater than the price at which the Private Warrants were originally purchased, (viii) in the event of the Company’s liquidation prior to its consummation of an initial Business Combination or (ix) in the event that, subsequent to the consummation of an initial Business Combination, the Company completes a liquidation, merger, capital stock share exchange or other similar transaction which results in all of the Company’s stockholders shareholders having the right to exchange their Common Stock Ordinary Shares for cash, securities or other property, in each case (except for clauses (vi), (viii) or (ix) 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”) or the trustee or legal guardian for such Permitted Transferee transferee agrees to be bound by the transfer restrictions contained in this Agreement section and any other applicable agreement the transferor is bound by.

Private Warrants and Working Capital Warrants. The Warrant Agent shall not register any transfer of Private Warrants or Working Capital Warrants until after the consummation by the Company of an initial Business Combination, except for transfers (i) among the initial stockholders shareholders or to the initial shareholders’ or the Company’s or the initial stockholders’ members, officers, directors, consultants or their affiliates, (ii) to a holder’s stockholders shareholders or members upon the holder’s liquidation, in each case if the holder is an entity, (iii) by bona fide gift to a member of the holder’s immediate family or to a trust, the beneficiary of which is the holder or a member of the holder’s immediate family, in each case for estate planning purposes, (iv) by virtue of the laws of descent and distribution upon death, (v) pursuant to a qualified domestic relations order, (vi) to the Company for no value for cancellation in connection with the consummation of a Business Combination, (vii) in connection with the consummation of a Business Combination by private sales at prices no greater than the price at which the Private Warrants were originally purchased, (viii) in the event of the Company’s liquidation prior to its consummation of an initial Business Combination or (ix) in the event that, subsequent to the consummation of an initial Business Combination, the Company completes a liquidation, merger, capital stock share exchange or other similar transaction which results in all of the Company’s stockholders shareholders having the right to exchange their shares of Class A Common Stock for cash, securities or other property, in each case (except for clauses (vi), (viii) or (ix) 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”) or the trustee or legal guardian for such Permitted Transferee transferee agrees to be bound by the transfer restrictions contained in this Agreement section and any other applicable agreement the transferor is bound by.

Private Warrants and Working Capital Warrants. The Warrant Agent shall not register any transfer of Private Warrants or Working Capital Warrants until after the consummation by the Company of an initial Business Combination, except for transfers (i) among the initial stockholders shareholders or to the initial shareholders’ or the Company’s or the initial stockholders’ members, officers, directors, consultants or their affiliates, (ii) to a holder’s stockholders shareholders or members upon the holder’s liquidation, in each case if the holder is an entity, (iii) by bona fide gift to a member of the holder’s immediate family or to a trust, the beneficiary of which is the holder or a member of the holder’s immediate family, in each case for estate planning purposes, (iv) by virtue of the laws of descent and distribution upon death, (v) pursuant to a qualified domestic relations order, (vi) to the Company for no value for cancellation in connection with the consummation of a Business Combination, (vii) in connection with the consummation of a Business Combination by private sales at prices no greater than the price at which the Private Warrants were originally purchased, (viii) in the event of the Company’s liquidation prior to its consummation of an initial Business Combination or (ix) in the event that, subsequent to the consummation of an initial Business Combination, the Company completes a liquidation, merger, capital stock share exchange or other similar transaction which results in all of the Company’s stockholders shareholders having the right to exchange their shares of Common Stock for cash, securities or other property, in each case (except for clauses (vi), (viii) or (ix) 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”) or the trustee or legal guardian for such Permitted Transferee transferee agrees to be bound by the transfer restrictions contained in this Agreement section and any other applicable agreement the transferor is bound by.

Private Warrants and Working Capital Warrants. The Warrant Agent shall not register any transfer of Private Warrants or and the Working Capital Warrants until after shall be identical to the consummation Public Warrants, except that so long as they are held by the Company Sponsor, an Underwriter or any of an initial Business Combinationtheir respective Permitted Transferees (as defined below), except for transfers the Private Warrants and the Working Capital Warrants: (i) among may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) shall be subject to the initial stockholders Lock-up (as defined below), and (iii) shall not be redeemable by the Company; provided, however, that in the case of (ii), the Private Warrants, the Working Capital Warrants and any shares of Common Stock held by the Sponsor, the Underwriters or their Permitted Transferees and issued upon exercise of the Private Warrants and the Working Capital Warrants may be transferred by the holders thereof: (a) amongst the Sponsor and its affiliates, to the Company’s executive officers or the initial stockholders’ members, officers, directors, consultants or their affiliatesto any affiliate or family member of any of the Company’s executive officers or directors; (b) in the case of an entity, (ii) as a distribution to a holder’s its partners, stockholders or members upon its liquidation; (c) in the holder’s liquidation, in each case if the holder is of an entityindividual, (iiii) by bona fide gift to a member of the holdersuch person’s immediate family or to a trust, the beneficiary of which is the holder or a member of the holdersuch person’s immediate family, in each case for estate planning purposesan affiliate of such person or to a charitable organization, (ivii) by virtue of the laws of descent and distribution upon deathdeath of such person, (viii) pursuant to a qualified domestic relations order; (d) by certain pledges to secure obligations incurred in connection with purchases of the Company’s securities; (e) through private sales or transfers made in connection with the consummation of the Company’s initial Business Combination at prices no greater than the price at which the Private Warrants were originally purchased; (f) in the case of an Underwriter, to such Underwriter’s affiliates or any entity controlled by such Underwriter; or (vig) to the Company for no value for cancellation in connection with the consummation of a the Business Combination; provided, (vii) in connection with the consummation of a Business Combination at prices no greater than the price at which the Warrants were originally purchasedhowever, (viii) in the event of the Company’s liquidation prior to its consummation of an initial Business Combination or (ix) in the event that, subsequent to the consummation of an initial Business Combination, the Company completes a liquidation, merger, capital stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their Common Stock for cash, securities or other property, in each case (except for clauses clause (vig)), these transferees (viiithe “Permitted Transferees”) or (ix) or shall enter into a written agreement 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”) or the trustee or legal guardian for such Permitted Transferee agrees Company agreeing to be bound by the transfer restrictions contained agreed to by the original holder in this Agreement and any other applicable agreement connection with the transferor is bound bypurchase of the securities being transferred.

Private Warrants and Working Capital Warrants. The Warrant Agent shall not register any transfer of Private Warrants or Working Capital Warrants until after the consummation by the Company of an initial Business Combination, except for transfers (i) among the initial stockholders shareholders or to the initial shareholders’ or the Company’s or the initial stockholders’ members, officers, directors, consultants or their affiliates, (ii) to a holder’s stockholders shareholders or members upon the holder’s liquidation, in each case if the holder is an entity, (iii) by bona fide gift to a member of the holder’s immediate family or to a trust, the beneficiary of which is the holder or a member of the holder’s immediate family, in each case for estate planning purposes, (iv) by virtue of the laws of descent and distribution upon death, (v) pursuant to a qualified domestic relations order, (vi) by certain pledges to secure obligations incurred in connection with purchases of the Company’s securities, (vii) in connection with the consummation of a Business Combination by private sales at prices no greater than the price at which the Private Warrants were originally purchased, or (viii) to the Company for no value for cancellation in connection with the consummation of a Business Combination, (vii) in connection with the consummation of a Business Combination at prices no greater than the price at which the Warrants were originally purchased, (viii) in the event of the Company’s liquidation prior to its consummation of an initial Business Combination or (ix) in the event that, subsequent to the consummation of an initial Business Combination, the Company completes a liquidation, merger, capital stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their Common Stock for cash, securities or other property, in each case (except for clauses (viviii), (viii) or (ix) 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”) or the trustee or legal guardian for such Permitted Transferee transferee agrees to be bound by the transfer restrictions contained in this Agreement section and any other applicable agreement the transferor is bound by.

Private Warrants and Working Capital Warrants. The Warrant Agent shall not register any transfer of Private Warrants or Working Capital Warrants until after the consummation by the Company of an initial Business Combination, except for transfers (i) among the initial stockholders or to the Company’s or the initial stockholders’ members, officers, directors, consultants or their affiliates, (ii) to a holder’s stockholders or members upon the holder’s liquidation, in each case if the holder is an entity, (iii) by bona fide gift to a member of the holder’s immediate family or to a trust, the beneficiary of which is the holder or a member of the holder’s immediate family, in each case for estate planning purposes, (iv) by virtue of the laws of descent and distribution upon death, (v) pursuant to a qualified domestic relations order, (vi) to the Company for no value for cancellation in connection with the consummation of a Business Combination, (vii) in connection with the consummation of a Business Combination at prices no greater than the price at which the Warrants were originally purchased, (viii) in the event of the Company’s liquidation prior to its consummation of an initial Business Combination or (ix) in the event that, subsequent to the consummation of an initial Business Combination, the Company completes a liquidation, merger, capital stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their Common Stock Class A common stock for cash, securities or other property, in each case (except for clauses (vi), (viii) or (ix) 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”) or the trustee or legal guardian for such Permitted Transferee agrees to be bound by the transfer restrictions contained in this Agreement and any other applicable agreement the transferor is bound by.

Private Warrants and Working Capital Warrants. The Warrant Agent shall not register any transfer of Private Warrants or Working Capital Warrants until after the consummation by the Company of an initial Business Combination, except for transfers (i) among the initial stockholders or to the Company’s or the initial stockholders’ members, officers, directors, consultants or their affiliates, (ii) to a holder’s stockholders or members upon the holder’s liquidation, in each case if the holder is an entity, (iii) by bona fide gift to a member of the holder’s immediate family or to a trust, the beneficiary of which is the holder or a member of the holder’s immediate family, in each case for estate planning purposes, (iv) by virtue of the laws of descent and distribution upon death, (v) pursuant to a qualified domestic relations order, (vi) to the Company for no value for cancellation in connection with the consummation of a Business Combination, (vii) in connection with the consummation of a Business Combination at prices no greater than the price at which the Warrants were originally purchased, (viii) in the event of the Company’s liquidation prior to its consummation of an initial Business Combination or (ix) in the event that, subsequent to the consummation of an initial Business Combination, the Company completes a liquidation, merger, capital stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their Common Stock Ordinary Shares for cash, securities or other property, in each case (except for clauses (vi), (viii) or (ix) 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”) or the trustee or legal guardian for such Permitted Transferee agrees to be bound by the transfer restrictions contained in this Agreement and any other applicable agreement the transferor is bound by.

Private Warrants and Working Capital Warrants. The Warrant Agent shall not register any transfer of Private Warrants or Working Capital Warrants until after the consummation by the Company of an initial Business Combination, except for transfers (i) among the initial stockholders or to the Company’s officers or the initial stockholders’ members, officers, directors, consultants any affiliates or their affiliatesfamily members of any of the Company’s officers or directors, any members of the Sponsor, or any affiliates of the Sponsor, (ii) to a holder’s stockholders or members upon in the holder’s liquidationcase of an individual, in each case if the holder is an entity, (iii) by bona fide gift to a member of the holdersuch individual’s immediate family or to a trust, the beneficiary of which is the holder or a member of the holdersuch individual’s immediate family, an affiliate of such person or to a charitable organization; (iii) in each the case for estate planning purposesof an individual, (iv) by virtue of the laws of descent and distribution upon deathdeath of such individual; (iv) in the case of an individual, (v) pursuant to a qualified domestic relations order, ; (viv) to the Company for no value for cancellation by private sales or transfers made in connection with the consummation of a Business Combination, (vii) in connection with the consummation of a an initial Business Combination at prices no greater than the price at which the Warrants securities were originally purchased, ; (viiivi) in the event of the Company’s liquidation prior to its consummation of an initial Business Combination or (ix) in the event that, subsequent to the consummation completion of an initial Business Combination, ; (vii) by virtue of the Company completes a laws of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; or (viii) in the event of the Company’s liquidation, merger, capital stock exchange exchange, reorganization or other similar transaction which results in all of the Company’s stockholders having the right to exchange their Common Stock shares of common stock for cash, securities or other propertyproperty subsequent to the Company’s completion of an initial Business Combination, in each case (except for clauses (vi), ) and (viii) or (ix) 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”) or the trustee or legal guardian for such Permitted Transferee agrees to be bound by the transfer restrictions contained in this Agreement and any other applicable agreement the transferor is bound by.

Private Warrants and Working Capital Warrants. The Warrant Agent shall not register any transfer of the Private Warrants or the Working Capital Warrants until after the consummation by the Company of an initial Business Combination, except for transfers (i) among the initial stockholders Sponsor or to the Company’s or the initial stockholders’ members, Sponsor’s officers, directors, consultants or stockholders, employees, members, and their affiliates, ; (ii) among the Sponsor and its officers, directors, stockholders, employees, and members, and their affiliates; (iii) to a holder’s stockholders or partners, stockholders, and members upon the holder’s liquidation, in each case if the holder is an entity, ; (iiiiv) by bona fide gift to a member of the holder’s immediate family or to a trust, the beneficiary of which is the holder or a member of the holder’s immediate family, in each case for estate planning purposes, ; (ivv) by virtue of the laws of descent and distribution upon death, ; (vvi) pursuant to a qualified domestic relations order, ; (vivii) by certain pledges to secure obligations incurred in connection with purchases of the Company’s securities; (viii) by private sales made at or prior to the consummation of an initial Business Combination at prices no greater than the price at which the shares were originally purchased; (ix) to the Company for no value for cancellation in connection with the consummation of a Business Combination, ; (viix) in connection with the consummation of a Business Combination at prices no greater than the price at which the Warrants were originally purchased, ; (viiixi) in the event of the Company’s liquidation prior to its consummation of an initial Business Combination Combination; or (ixxii) in the event that, subsequent to the consummation of an initial Business Combination, the Company completes a liquidation, merger, capital stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their Common Stock for cash, securities or other property, in each case (except for clauses (viix), (viiixi) or (ixxii) 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”) or the trustee or legal guardian for such Permitted Transferee agrees to be bound by the transfer restrictions contained in this Agreement and any other applicable agreement the transferor is bound by.

Private Warrants and Working Capital Warrants. The Warrant Agent shall not register any transfer of Private Warrants or Working Capital Warrants until 30 days after the consummation by the Company of an initial Business Combination, except for transfers (i) among the initial stockholders shareholders or to the initial shareholders’ or the Company’s or the initial stockholders’ members, officers, directors, consultants or their affiliates, (ii) to a holder’s stockholders shareholders or members upon the holder’s liquidation, in each case if the holder is an entity, (iii) by bona fide gift to a member of the holder’s immediate family or to a trust, the beneficiary of which is the holder or a member of the holder’s immediate family, in each case for estate planning purposes, (iv) by virtue of the laws of descent and distribution upon death, (v) pursuant to a qualified domestic relations order, (vi) to the Company for no value for cancellation in connection with the consummation of a Business Combination, (vii) in connection with the consummation of a Business Combination by private sales at prices no greater than the price at which the Private Warrants were originally purchased, (viii) in the event of the Company’s liquidation prior to its consummation of an initial Business Combination or (ix) in the event that, subsequent to the consummation of an initial Business Combination, the Company completes a liquidation, merger, capital stock share exchange or other similar transaction which results in all of the Company’s stockholders shareholders having the right to exchange their Common Stock Ordinary Shares for cash, securities or other property, in each case (except for clauses (vi), (viii) or (ix) 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”) or the trustee or legal guardian for such Permitted Transferee transferee agrees to be bound by the transfer restrictions contained in this Agreement section and any other applicable agreement the transferor is bound by.

Private Warrants and Working Capital Warrants. The Warrant Agent shall not register any transfer of Private Warrants or Working Capital Warrants until after the consummation by the Company of an initial Business Combination, except for transfers (i) among the initial stockholders shareholders or to the Company’s or the initial stockholdersshareholders’ members, officers, directors, consultants or their affiliates, (ii) to a holder’s stockholders shareholders or members upon the holder’s liquidation, in each case if the holder is an entity, (iii) by bona fide gift to a member of the holder’s immediate family or to a trust, the beneficiary of which is the holder or a member of the holder’s immediate family, in each case for estate planning purposes, (iv) by virtue of the laws of descent and distribution upon death, (v) pursuant to a qualified domestic relations order, (vi) to the Company for no value for cancellation in connection with the consummation of a Business Combination, (vii) in connection with the consummation of a Business Combination at prices no greater than the price at which the Warrants were originally purchased, (viii) in the event of the Company’s liquidation prior to its consummation of an initial Business Combination or (ix) in the event that, subsequent to the consummation of an initial Business Combination, the Company completes a liquidation, merger, capital stock shares exchange or other similar transaction which results in all of the Company’s stockholders shareholders having the right to exchange their Common Stock Ordinary Shares for cash, securities or other property, in each case (except for clauses (vi), (viii) or (ix) 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”) or the trustee or legal guardian for such Permitted Transferee agrees to be bound by the transfer restrictions contained in this Agreement and any other applicable agreement the transferor is bound by.

Private Warrants and Working Capital Warrants. The Warrant Agent shall not register any transfer of Private Warrants or and Working Capital Warrants until after the consummation by the Company of an initial Business Combination, except for transfers (i) among the initial stockholders or to the Company’s or the initial stockholders’ members, or the Company’s officers, directors, consultants or their affiliates, (ii) to a holder’s stockholders or members upon the holder’s liquidation, in each case if the holder is an entity, (iii) by bona fide gift to a member of the holder’s immediate family or to a trust, the beneficiary of which is the holder or a member of the holder’s immediate family, in each case for estate planning purposes, (iv) by virtue of the laws of descent and distribution upon death, (v) pursuant to a qualified domestic relations order, (vi) to the Company for no value for cancellation in connection with the consummation of a Business Combination, (vii) in connection with the consummation of a Business Combination by private sales at prices no greater than the price at which the Warrants were originally purchased, (viii) in the event of the Company’s liquidation prior to its consummation of an initial Business Combination or (ix) in the event that, subsequent to the consummation of an initial Business Combination, the Company completes a liquidation, merger, capital stock share exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their Common Stock for cash, securities or other property, in each case (except for clauses (vi), (viii) or (ix) 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”) or the trustee or legal guardian for such Permitted Transferee transferee agrees to be bound by the transfer restrictions contained in this Agreement section and any other applicable agreement the transferor is bound by.

Private Warrants and Working Capital Warrants. The Warrant Agent shall not register any transfer of Private Warrants or Working Capital Warrants until after the consummation by the Company of an initial Business Combination, except for transfers (i) among the initial stockholders shareholders or to the Company’s or the initial stockholdersshareholders’ members, officers, directors, consultants or their affiliates, (ii) to a holder’s stockholders shareholders or members upon the holder’s liquidation, in each case if the holder is an entity, (iii) by bona fide gift to a member of the holder’s immediate family or to a trust, the beneficiary of which is the holder or a member of the holder’s immediate family, in each case for estate planning purposes, (iv) by virtue of the laws of descent and distribution upon death, (v) pursuant to a qualified domestic relations order, (vi) to the Company for no value for cancellation in connection with the consummation of a Business Combination, (vii) in connection with the consummation of a Business Combination at prices no greater than the price at which the Warrants were originally purchased, (viii) in the event of the Company’s liquidation prior to its consummation of an initial Business Combination or (ix) in the event that, subsequent to the consummation of an initial Business Combination, the Company completes a liquidation, merger, capital stock exchange or other similar transaction which results in all of the Company’s stockholders shareholders having the right to exchange their Common Stock Class A ordinary shares for cash, securities or other property, in each case (except for clauses (vi), (viii) or (ix) 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”) or the trustee or legal guardian for such Permitted Transferee agrees to be bound by the transfer restrictions contained in this Agreement and any other applicable agreement the transferor is bound by.

Private Warrants and Working Capital Warrants. The Warrant Agent shall not register any transfer of Private Warrants or Working Capital Warrants until after the consummation by the Company of an initial Business CombinationWarrants, except for transfers (ia) among the initial stockholders shareholders or to the initial shareholder’s members or the Company’s or the initial stockholders’ members, officers, directors, consultants or their affiliates, (iib) to a holder’s stockholders shareholders or members upon the holder’s liquidation, in each case if the holder is an entity, (iiic) by bona fide gift to a member of the holder’s immediate family or to a trust, the beneficiary of which is the holder or a member of the holder’s immediate family, in each case for estate planning purposes, (ivd) by virtue of the laws of descent and distribution upon death, (ve) pursuant to a qualified domestic relations order, (vif) to the Company for no value for cancellation in connection with the consummation of a Business Combination, (vii) in connection with the consummation of a Business Combination at prices no greater than the price at which the Warrants were originally purchased, (viiig) in the event of the Company’s liquidation prior to its consummation of an initial Business Combination or (ixh) in the event that, subsequent to the consummation of an initial Business Combination, the Company completes a liquidation, merger, capital stock exchange share exchange, reorganization or other similar transaction which results in all of the Company’s stockholders shareholders having the right to exchange their Common Stock Ordinary Shares for cash, securities or other property, in each case (except for clauses (vif), (viiig) or (ixh) 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”) or the trustee or legal guardian for such Permitted Transferee agrees to be bound by the transfer restrictions contained in this Agreement and any other applicable agreement the transferor is bound by.

Private Warrants and Working Capital Warrants. The Warrant Agent shall not register any transfer of Private Warrants or Working Capital Warrants until after the consummation by the Company of an initial Business Combination, except for transfers (i) among the initial stockholders or to the Company’s or the initial stockholders’ members, or the Company’s officers, directors, consultants or their affiliates, (ii) to a holder’s stockholders or members upon the holder’s liquidation, in each case if the holder is an entity, (iii) by bona fide gift to a member of the holder’s immediate family or to a trust, the beneficiary of which is the holder or a member of the holder’s immediate family, in each case for estate planning purposes, (iv) by virtue of the laws of descent and distribution upon death, (v) pursuant to a qualified domestic relations order, (vi) to the Company for no value for cancellation in connection with the consummation of a Business Combination, (vii) in connection with the consummation of a Business Combination by private sales at prices no greater than the price at which the Warrants were originally purchased, (viii) in the event of the Company’s liquidation prior to its consummation of an initial Business Combination or (ix) in the event that, subsequent to the consummation of an initial Business Combination, the Company completes a liquidation, merger, capital stock share exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their Common Stock for cash, securities or other property, in each case (except for clauses (vi), (viii) or (ix) 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”) or the trustee or legal guardian for such Permitted Transferee transferee agrees to be bound by the transfer restrictions contained in this Agreement section and any other applicable agreement the transferor is bound by.

Private Warrants and Working Capital Warrants. The Warrant Agent shall not register any transfer of Private Warrants or Working Capital Warrants until after the consummation by the Company of an initial Business CombinationWarrants, except for transfers (i) among the initial stockholders shareholders or to the initial shareholder’s members or the Company’s or the initial stockholders’ members, officers, directors, consultants or their affiliates, (ii) to a holder’s stockholders shareholders or members upon the holder’s liquidation, in each case if the holder is an entity, (iii) by bona fide gift to a member of the holder’s immediate family or to a trust, the beneficiary of which is the holder or a member of the holder’s immediate family, in each case for estate planning purposes, (iv) by virtue of the laws of descent and distribution upon death, (v) pursuant to a qualified domestic relations order, (vi) to the Company for no value for cancellation in connection with the consummation of a Business Combination, (vii) in connection with the consummation of a Business Combination at prices no greater than the price at which the Warrants were originally purchased, (viii) in the event of the Company’s liquidation prior to its consummation of an initial Business Combination or (ixviii) in the event that, subsequent to the consummation of an initial Business Combination, the Company completes a liquidation, merger, capital stock exchange share exchange, reorganization or other similar transaction which results in all of the Company’s stockholders shareholders having the right to exchange their Common Stock Ordinary Shares for cash, securities or other property, in each case (except for clauses (vi), (viiivii) or (ixviii) 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”) or the trustee or legal guardian for such Permitted Transferee agrees to be bound by the transfer restrictions contained in this Agreement and any other applicable agreement the transferor is bound by.

Private Warrants and Working Capital Warrants. The Warrant Agent shall not register any transfer of Private Warrants or Working Capital Warrants or shares of Common Stock underlying such warrants until 30 days after the consummation by the Company of an initial Business Combination, except for transfers (ia) among the initial stockholders or to the Company’s officers or the initial stockholders’ members, officers, directors, consultants any affiliates or their affiliatesfamily members of any of its officers or directors, any members of the Sponsor, or any affiliates of the Sponsor; (iib) to a holder’s stockholders or members upon in the holder’s liquidationcase of an individual, in each case if the holder is an entity, (iii) by bona fide gift to a member of the holderindividual’s immediate family or to a trust, the beneficiary of which is the holder or a member of the holderindividual’s immediate family, an affiliate of such person or to a charitable organization; (c) in each the case for estate planning purposesof an individual, (iv) by virtue of the laws of descent and distribution upon deathdeath of the individual; (d) in the case of an individual, (v) pursuant to a qualified domestic relations order, ; (vie) to the Company for no value for cancellation by private sales or transfers made in connection with the consummation of a Business Combination, (vii) in connection with the consummation of a Company’s initial Business Combination at prices no greater than the price at which the Warrants shares or warrants were originally purchased, ; (viiif) in the event of the Company’s liquidation prior to its consummation of an initial Business Combination or (ix) in the event that, subsequent to the consummation of an initial Business Combination, the Company completes a liquidation, merger, capital stock exchange or other similar transaction which results in all completion of the Company’s stockholders having initial business combination; or (g) by virtue of the right laws of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; or (h) in the case of an Anchor Investor, to exchange their Common Stock for cashsuch Anchor Investor’s affiliates, securities or any investment fund or other propertyentity controlled or managed by such Anchor Investor, or to any investment manager or investment advisor of such Anchor Investor or an affiliate of any such investment manager or investment advisor, provided, however, that in each the case (except for of clauses (via) through (e), (viiig) or (ix) or h), these permitted transferees enter into a written agreement 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”) or the trustee or legal guardian for such Permitted Transferee agrees Company agreeing to be bound by these transfer restrictions and the transfer other restrictions contained in this Agreement and any other applicable agreement the letter agreements or written agreements with respect to such securities entered into by the transferor is bound byof such securities and the Company (including provisions relating to voting, the trust account and liquidation distributions described in the Company’s Registration Statement).

Private Warrants and Working Capital Warrants. The Warrant Agent shall not register any transfer of Private Warrants or Working Capital Warrants until after the consummation by the Company of an initial Business Combination, except for transfers in each case to the foregoing individuals and entities (“Permitted Transferees”), (i) among to our officers or directors, any affiliates or family members of any of our officers or directors, the other initial stockholders stockholders, or to the Company’s any affiliates or family members of the initial stockholders’ members, officers, directors, consultants or their affiliates, (ii) to a holder’s stockholders or members upon in the holder’s liquidationcase of an individual, in each case if the holder is an entity, (iii) by bona fide gift to a member of one of the holdermembers of the individual’s immediate family or to a trust, the beneficiary of which is the holder or a member of one of the holderindividual’s immediate family, an affiliate of such person or to a charitable organization; (iii) in each the case for estate planning purposesof an individual, (iv) by virtue of the laws of descent and distribution upon deathdeath of any of our officers, our directors or the initial stockholders; (viv) in the case of an individual, pursuant to a qualified domestic relations order, ; (viv) to the Company for no value for cancellation by private sales or transfers made in connection with the consummation of a Business Combination, (vii) in connection with the consummation of a Business Combination an initial business combination at prices no greater than the price at which the Warrants securities were originally purchased, ; (viiivi) in the event of the Company’s our liquidation prior to its consummation the completion of an our initial Business Combination business combination; or (ixvii) in the event that, subsequent to the consummation of an initial Business Combination, the Company completes a our liquidation, merger, capital stock exchange exchange, reorganization or other similar transaction which results in all of the Company’s our stockholders having the right to exchange their Common Stock shares of common stock for cash, securities or other propertyproperty subsequent to our completion of our initial business combination; provided, however, that in each the case (except for of clauses (vi), i) through (viiiv) or (ix) or with the Company’s prior these Permitted Transferees must enter into a 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”) or the trustee or legal guardian for such Permitted Transferee agrees agreement agreeing to be bound by these transfer restrictions and the transfer other restrictions contained in this Agreement the letter agreements and any other applicable agreement by the transferor is bound bysame agreements entered into by our initial stockholders and the private placement participants with respect to such securities (including provisions relating to voting, the trust account and liquidating distributions described in the Prospectus).

Private Warrants and Working Capital Warrants. The Warrant Agent shall not register any transfer of Private Warrants or Working Capital Warrants until 30 days after the consummation by the Company of an initial Business Combination, except for transfers (i) among the initial stockholders or to the Company’s or the initial stockholders’ members, or the Company’s officers, directors, consultants or their affiliates, (ii) to a holder’s stockholders or members upon the holder’s liquidation, in each case if the holder is an entity, (iii) by bona fide gift to a member of the holder’s immediate family or to a trust, the beneficiary of which is the holder or a member of the holder’s immediate family, in each case for estate planning purposes, (iv) by virtue of the laws of descent and distribution upon death, (v) pursuant to a qualified domestic relations order, (vi) to the Company for no value for cancellation in connection with the consummation of a Business Combination, (vii) in connection with the consummation of a Business Combination by private sales at prices no greater than the price at which the Private Warrants were originally purchased, (viii) in the event of the Company’s liquidation prior to its consummation of an initial Business Combination or (ix) in the event that, subsequent to the consummation of an initial Business Combination, the Company completes a liquidation, merger, capital stock share exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their Common Stock for cash, securities or other property, in each case (except for clauses (vi), (viii) or (ix) 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”) or the trustee or legal guardian for such Permitted Transferee transferee agrees to be bound by the transfer restrictions contained in this the Subscription Agreement and any other applicable agreement the transferor is bound by.

Private Warrants and Working Capital Warrants. The Warrant Agent shall not register any transfer of Private Warrants or Working Capital Warrants until 30 days after the consummation by the Company of an initial Business Combination, except for transfers (ia) among the initial stockholders or to the Company’s or initial stockholders (as defined in the initial stockholders’ membersProspectus), officers, directorsdirectors or advisors, consultants any affiliates or their affiliatesfamily members of any of the Company’s initial stockholders, officers, directors or advisors or any affiliate of the Company’s initial stockholders, officers, directors or advisors, (iib) to a holder’s stockholders or members upon in the holder’s liquidationcase of an individual, in each case if the holder is an entity, (iii) transfers by bona fide gift to a member of the holderindividual’s immediate family or family, to a trust, the beneficiary of which is the holder or a member of the holderindividual’s immediate familyfamily or an affiliate of such person, or to a charitable organization; (c) in each the case for estate planning purposesof an individual, (iv) transfers by virtue of the laws of descent and distribution upon deathdeath of the individual; (d) in the case of an individual, (v) transfers pursuant to a qualified domestic relations order, ; (vie) to the Company for no value for cancellation in connection with the consummation of a Business Combination, (vii) transfers by private sales or transfers made in connection with the consummation of a Business Combination at prices no greater than the price at which the Warrants were originally purchased, ; (viiif) transfers in the event of the Company’s liquidation prior to the completion of its consummation of an initial Business Combination or Combination; (ixg) in the event thatcase of an entity, subsequent transfers by virtue of the laws of its jurisdiction or operating agreement upon dissolution; (h) to the Company for no value for cancellation in connection with the consummation of an initial Business Combination, ; or (i) in the Company completes a event of the Company’s liquidation, merger, capital stock exchange exchange, reorganization or other similar transaction which results in all of the Company’s stockholders having the right to exchange their Common Stock shares of common stock for cash, securities or other property, in each case (except for clauses (vi), (viii) or (ix) or with property subsequent to our completion of the Company’s prior written consentinitial Business Combination; provided, however, that in the case of clauses (a) on through (g) these permitted transferees (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 TransfereeTransferees”) or the trustee or legal guardian for such Permitted Transferee agrees must enter into a written agreement agreeing to be bound by these transfer restrictions and the transfer other restrictions contained in this Agreement the letter agreement, dated as of the date hereof, by and any other applicable agreement among the transferor is bound byCompany, the Sponsor and the Company’s directors and officers and by the same agreements entered into by the Sponsor with respect to such securities (including provisions relating to voting, the trust account and liquidation distributions described in the Prospectus).

Private Warrants and Working Capital Warrants. The Warrant Agent shall not register any transfer of Private Warrants or and the Working Capital Warrants shall be identical to the Public Warrants (including related to redemption rights), except that so long as they are held by any of the Private Purchasers or any of their respective Permitted Transferees (as defined below), as applicable, the Private Warrants and the Working Capital Warrants including the shares of Common Stock issuable upon exercise of the Private Warrants and the Working Capital Warrants, 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); provided, except for transfers however, that the Private Warrants and the Working Capital Warrants and any shares of Common Stock held by the Private Purchasers or their respective Permitted Transferees and issued upon exercise of the Private Warrants and the Working Capital Warrants may be transferred by the holders thereof, at any time: (ia) among the initial stockholders or to the Company’s officers or the initial stockholders’ members, officers, directors, consultants any affiliate or their affiliatesfamily member of any of the Company’s officers or directors, any members of the Sponsor or any affiliates of the Sponsor; (iib) to a holder’s stockholders or members upon in the holder’s liquidationcase of an individual, in each case if the holder is an entity, (iii) by bona fide gift to a member of the holdersuch individual’s immediate family or to a trust, the beneficiary of which is the holder or a member of the holdersuch individual’s immediate family, an affiliate of such individual or to a charitable organization; (c) in each the case for estate planning purposesof an individual, (iv) by virtue of the laws of descent and distribution upon deathdeath of such individual; (d) in the case of an individual, (v) pursuant to a qualified domestic relations order, ; (vie) to the Company for no value for cancellation by private sales or transfers made in connection with the consummation of a Business Combination, (vii) in connection with the consummation of a Company’s initial Business Combination at prices no greater than the price at which the Warrants shares of Common Stock or the Warrants, as the case may be, were originally purchased, ; (viiif) in the event of the Company’s liquidation prior to its the consummation by the Company of an initial a Business Combination 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 (ixh) in the event case of the Underwriters, to each Underwriter’s respective affiliates or any entity controlled by such Underwriter; provided, however, that, subsequent to in the consummation case of an initial Business Combination, the Company completes a liquidation, merger, capital stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their Common Stock for cash, securities or other property, in each case (except for clauses (via) through (e), (viiig) or (ixh), these transferees (the “Permitted Transferees”) or enter into a written agreement 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”) or the trustee or legal guardian for such Permitted Transferee agrees Company agreeing to be bound by the transfer restrictions contained in this Agreement and any other applicable agreement the transferor is bound byAgreement.

Private Warrants and Working Capital Warrants. The Warrant Agent shall not register any transfer of Private Warrants or Working Capital Warrants until after the consummation by the Company of an initial Business Combination, except for transfers (i) among the initial stockholders or to the Company’s or the initial stockholders’ members, or the Company’s officers, directors, consultants or their affiliatesaffiliates or to any member(s) of LightJump One Founders, LLC, (ii) to a holder’s stockholders or members upon the holder’s liquidation, in each case if the holder is an entity, (iii) by bona fide gift to a member of the holder’s immediate family or to a trust, the beneficiary of which is the holder or a member of the holder’s immediate family, in each case for estate planning purposes, (iv) by virtue of the laws of descent and distribution upon death, (v) pursuant to a qualified domestic relations order, (vi) to the Company for no value for cancellation in connection with the consummation of a Business Combination, (vii) in connection with the consummation of a Business Combination by private sales at prices no greater than the price at which the Private Warrants were originally purchased, (viii) in the event of the Company’s liquidation prior to its consummation of an initial Business Combination or (ix) in the event that, subsequent to the consummation of an initial Business Combination, the Company completes a liquidation, merger, capital stock share exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their Common Stock for cash, securities or other property, in each case (except for clauses (vi), (viii) or (ix) 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”) or the trustee or legal guardian for such Permitted Transferee transferee agrees to be bound by the transfer restrictions contained in this Agreement section and any other applicable agreement the transferor is bound by.

Private Warrants and Working Capital Warrants. The Warrant Agent shall not register any transfer of Private Warrants or Working Capital Warrants until 30 days after the consummation by the Company of an initial Business Combination, except for transfers (i) among the initial stockholders shareholders or to the initial shareholders’ or the Company’s or the initial stockholders’ members, officers, directors, consultants or their affiliates, (ii) to a holder’s stockholders shareholders or members upon the holder’s liquidation, in each case if the holder is an entity, (iii) by bona fide gift to a member of the holder’s immediate family or to a trust, the beneficiary of which is the holder or a member of the holder’s immediate family, in each case for estate planning purposes, (iv) by virtue of the laws of descent and distribution upon death, (v) pursuant to a qualified domestic relations order, (vi) to the Company for no value for cancellation in connection with the consummation of a Business Combination, (vii) in connection with the consummation of a Business Combination by private sales at prices no greater than the price at which the Private Warrants were originally purchased, (viii) in the event of the Company’s liquidation prior to its consummation of an initial Business Combination or (ix) in the event that, subsequent to the consummation of an initial Business Combination, the Company completes a liquidation, merger, capital stock share exchange or other similar transaction which results in all of the Company’s stockholders shareholders having the right to exchange their Common Stock for cash, securities or other property, in each case (except for clauses (vi), (viii) or (ix) 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”) or the trustee or legal guardian for such Permitted Transferee transferee agrees to be bound by the transfer restrictions contained in this Agreement section and any other applicable agreement the transferor is bound by.

Private Warrants and Working Capital Warrants. The Warrant Agent shall not register any transfer of Private Warrants or Working Capital Warrants until thirty (30) days after the consummation by the Company of an initial Business Combination, except for transfers (i) among the initial stockholders or to the Company’s officers or the initial stockholders’ members, officers, directors, consultants any affiliates or their affiliatesfamily members of any of the Company’s officers or directors, any members of the Sponsor, or any affiliates of the Sponsor, as well as affiliates of such members and funds and accounts advised by such members, (ii) to a holder’s stockholders or members upon in the holder’s liquidationcase of an individual, in each case if the holder is an entity, (iii) by bona fide gift to a member of the holderindividual’s immediate family or to a trust, the beneficiary of which is the holder or a member of the holderindividual’s immediate family, in each case for estate planning purposesan affiliate of such person or to a charitable organization, (iviii) in the case of an individual, by virtue of the laws of descent and distribution upon deathdeath of the individual, (viv) in the case of an individual, pursuant to a qualified domestic relations order, (viv) to the Company for no value for cancellation by private sales or transfers made in connection with the consummation of a Business Combination, (vii) 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 Warrants were originally purchased, (viiivi) in the event of the Company’s liquidation prior to its consummation the completion of an initial a Business Combination Combination; (vii) by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; (viii) in the case of Stifel, to any affiliate of Stifel; or (ix) in the event that, subsequent to of the consummation of an initial Business Combination, the Company completes a Company’s liquidation, merger, capital stock exchange exchange, reorganization or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other propertyproperty subsequent to the completion of the Company’s initial Business Combination; provided, however, that in each the case (except for of clauses (vii) through (v), (viiivii) or (ix) or with the Company’s prior written consent) on the condition that prior to such registration for transferviii), the Warrant Agent shall be presented with written documentation pursuant to which each transferee these permitted transferees (each, a “Permitted Transferee”) or the trustee or legal guardian for such Permitted Transferee agrees must enter into a written agreement agreeing to be bound by the transfer restrictions contained in this Agreement and any other applicable agreement the transferor is bound byby with respect to such securities. For the avoidance of doubt, no transfer of Private Warrants or Working Capital Warrants shall change the terms of such Warrants, including the terms pursuant to which such Warrants may be exercised.

Private Warrants and Working Capital Warrants. The Warrant Agent shall not register any transfer of Private Warrants or Working Capital Warrants until at least thirty (30) days after the consummation by of the Company of an Company’s initial Business Combination, except for transfers (i) among the initial stockholders or to the Company’s officers or the initial stockholders’ members, officers, directors, consultants any affiliates or their affiliatesfamily members of any of the Company’s officers or directors, any members of the Sponsor, or any affiliates of the Sponsor, (ii) to a holder’s stockholders or members upon in the holder’s liquidationcase of an individual, in each case if the holder is an entity, (iii) by bona fide gift to a member of one of the holdermembers of the individual’s immediate family or to a trust, the beneficiary of which is the holder or a member of one of the holderindividual’s immediate family, in each case for estate planning purposesan affiliate of such person or to a charitable organization, (iviii) in the case of an individual, by virtue of the laws of descent and distribution upon deathdeath of any of the Company’s officers, directors, the initial stockholders or members of the Sponsor, (viv) in the case of individual, pursuant to a qualified domestic relations order, (viv) to the Company for no value for cancellation by private sales or transfers made in connection with the consummation of a Business Combination, (vii) in connection with the consummation of a an initial Business Combination at prices no greater than the price at which the Warrants securities were originally purchased, (viiivi) in the event of connection with the Company’s liquidation prior to its consummation of an initial Business Combination or (ix) in the event that, subsequent to the consummation of an the Company’s initial Business Combination, (vii) by virtue of the Company completes a laws of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor, or (viii) in connection with the Company’s liquidation, merger, capital stock exchange exchange, reorganization or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other propertyproperty subsequent to the consummation of the Company’s initial Business Combination, in each case (except for clauses (vi), ) and (viii) or (ix) 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, each a “Permitted Transferee”) or the trustee or legal guardian for such Permitted Transferee agrees to be bound by the transfer restrictions contained in this Agreement and any other applicable agreement the transferor is bound by.

Private Warrants and Working Capital Warrants. The Warrant Agent shall not register any transfer of Private Warrants or Working Capital Warrants until 30 days after the consummation by the Company of an initial Business Combination, except for transfers (ia) among the initial stockholders or to the Company’s officers or the initial stockholders’ members, officers, directors, consultants 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 members or affiliates, (iib) to a holder’s stockholders or members upon in the holder’s liquidationcase of an individual, in each case if the holder is an entity, (iii) transfers by bona fide gift to a member of the holderindividual’s immediate family or family, to a trust, the beneficiary of which is the holder or a member of the holderindividual’s immediate familyfamily or an affiliate of such person, or to a charitable organization; (c) in each the case for estate planning purposesof an individual, (iv) transfers by virtue of the laws of descent and distribution upon deathdeath of the individual; (d) in the case of an individual, (v) transfers pursuant to a qualified domestic relations order, ; (vie) to the Company for no value for cancellation transfers by private sales or transfers made in connection with the consummation of a Business Combination, (vii) 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 Warrants were originally purchased; (f) in the case of an entity, transfers by virtue of the laws of its jurisdiction or operating agreement upon dissolution; (viiig) transfers in the event of the Company’s liquidation prior to the completion of its consummation of an initial Business Combination Combination; or (ixh) in the event that, subsequent to of the consummation of an initial Business Combination, the Company completes a Company’s liquidation, merger, capital stock exchange exchange, reorganization or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property, in each case (except for clauses (vi), (viii) or (ix) or with property subsequent to our completion of the Company’s prior written consentinitial Business Combination; provided, however, that in the case of clauses (a) on through (f) these permitted transferees (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 TransfereeTransferees”) or the trustee or legal guardian for such Permitted Transferee agrees must enter into a written agreement agreeing to be bound by these transfer restrictions and the transfer other restrictions contained in this Agreement the letter agreement, dated as of the date hereof, by and any other applicable agreement among the transferor is bound byCompany, the Sponsor and the Company’s directors and officers and by the same agreements entered into by the Sponsor with respect to such securities (including provisions relating to voting, the trust account and liquidation distributions described in the Prospectus).

Private Warrants and Working Capital Warrants. The Warrant Agent shall not register any transfer of Private Warrants or Working Capital Warrants until after the consummation by the Company of an initial Business Combination, except for transfers (i) among the initial stockholders or to the Company’s or the initial stockholders’ members, officers, directors, consultants or their affiliates, (ii) to a holder’s stockholders or members upon the holder’s liquidation, in each case if the holder is an entity, (iii) by bona fide gift to a member of the holder’s immediate family or to a trust, the beneficiary of which is the holder or a member of the holder’s immediate family, in each case for estate planning purposes, (iv) by virtue of the laws of descent and distribution upon death, (v) pursuant to a qualified domestic relations order, (vi) to the Company for no value for cancellation in connection with the consummation of a Business Combination, (vii) in connection with the consummation of a Business Combination at prices no greater than the price at which the Warrants were originally purchased, (viii) in the event of the Company’s liquidation prior to its consummation of an initial Business Combination or (ix) in the event that, subsequent to the consummation of an initial Business Combination, the Company completes a liquidation, merger, capital stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their Common Stock Class A ordinary shares for cash, securities or other property, in each case (except for clauses (vi), (viii) or (ix) 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”) or the trustee or legal guardian for such Permitted Transferee agrees to be bound by the transfer restrictions contained in this Agreement and any other applicable agreement the transferor is bound by.

Private Warrants and Working Capital Warrants. The Warrant Agent shall not register any transfer of Private Warrants or Working Capital Warrants until 30 days after the consummation by the Company of an initial Business Combination, except for transfers (i) among to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members of the Sponsors, any affiliates of the sponsors, the initial stockholders (as defined in the Registration Statement) and any family members of the initial stockholders, if such initial stockholder is an individual, or any members of the initial stockholders or to the Company’s or any affiliates of the initial stockholders’ members, officers, directors, consultants or their affiliates, (ii) to a holder’s stockholders or members upon the holder’s liquidation, in each case if the holder such initial stockholder is an entity, (iiiii) by bona fide gift to a charitable organization or in the case of an individual, by gift to a member of the holder’s immediate family or to a trust, the beneficiary of which is the holder or a member of one of the holder’s immediate familyfamily or an affiliate of such person; (iii) in the case of an individual, in each case for estate planning purposes, (iv) by virtue of the laws of descent and distribution upon deathdeath of the individual; (iv) in the case of an individual, (v) pursuant to a qualified domestic relations order, ; (viv) to the Company for no value for cancellation 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, (vii) in connection with the consummation of a Business Combination an initial business combination at prices no greater than the price at which the Warrants shares or warrants were originally purchased, ; (viiivi) in the event of the Company’s liquidation prior to its consummation the completion of an the initial Business Combination business combination; or (ixvii) by virtue of the laws of Delaware or the organizational documents of the Sponsors upon dissolution of the Sponsors or any of the initial stockholders upon dissolution of such initial stockholder; provided, however, that in the event that, subsequent to the consummation case of an initial Business Combination, the Company completes a liquidation, merger, capital stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their Common Stock for cash, securities or other property, in each case (except for clauses (vi), i) through (viiiv) or (ixvii) or with the Company’s prior these permitted transferees must enter into a 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”) or the trustee or legal guardian for such Permitted Transferee agrees agreement agreeing to be bound by these transfer restrictions and the transfer other restrictions contained in this Agreement certain letter agreement to be entered into by the Company and any other applicable agreement the transferor is bound byholder with respect to such securities (including provisions relating to voting, the trust account and liquidation distributions described in the Registration Statement).

Private Warrants and Working Capital Warrants. The Warrant Agent shall not register any transfer of Private Warrants or Working Capital Warrants until after the consummation by the Company of an initial Business Combination, except for transfers (i) among the initial stockholders or to the Company’s or the initial stockholders’ members, officers, directors, consultants or their affiliates, (ii) to a holder’s stockholders or members upon the holder’s liquidation, in each case if the holder is an entity, (iii) by bona fide gift to a member of the holder’s immediate family or to a trust, the beneficiary of which is the holder or a member of the holder’s immediate family, in each case for estate planning purposes, (iv) by virtue of the laws of descent and distribution upon death, (v) pursuant to a qualified domestic relations order, (vi) to the Company for no value for cancellation in connection with the consummation of a Business Combination, (vii) in connection with the consummation of a Business Combination at prices no greater than the price at which the Warrants were originally purchased, (viii) in the event of the Company’s liquidation prior to its consummation of an initial Business Combination Combination, or (ix) in the event that, subsequent to the consummation of an initial Business Combination, the Company completes a liquidation, merger, capital stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their Common Stock for cash, securities or other property, in each case (except for clauses (vi), (viii) or (ix) 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”) or the trustee or legal guardian for such Permitted Transferee agrees to be bound by the transfer restrictions contained in this Agreement and any other applicable agreement the transferor is bound by.

Private Warrants and Working Capital Warrants. The Warrant Agent shall not register any transfer of Private Warrants or Working Capital Warrants until after the consummation by the Company of an initial Business Combination, except for transfers (i) among the initial stockholders or to the Company’s or the initial stockholders’ members, officers, directors, consultants or their affiliates, (ii) to a holder’s stockholders or members upon the holder’s liquidation, in each case if the holder is an entity, (iii) by bona fide gift to a member of the holder’s immediate family or to a trust, the beneficiary of which is the holder or a member of the holder’s immediate family, in each case for estate planning purposes, (iv) by virtue of the laws of descent and distribution upon death, (v) pursuant to a qualified domestic relations order, (vi) to the Company for no value for cancellation in connection with the consummation of a Business Combination, (vii) in connection with the consummation of a Business Combination at prices no greater than the price at which the Warrants were originally purchased, (viii) in the event of the Company’s liquidation prior to its consummation of an initial Business Combination or (ix) in the event that, subsequent to the consummation of an initial Business Combination, the Company completes a liquidation, merger, capital stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property, in each case (except for clauses (vi), (viii) or (ix) 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”) or the trustee or legal guardian for such Permitted Transferee agrees to be bound by the transfer restrictions contained in this Agreement and any other applicable agreement the transferor is bound by.

Private Warrants and Working Capital Warrants. The Warrant Agent shall not register any transfer of Private Warrants or and the Working Capital Warrants shall be identical to the Public Warrants, except that so long as they are held by Private Warrant Purchaser or any of their Permitted Transferees (as defined below), as applicable, the Private 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) 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 (iiii) among shall not be redeemable by the initial stockholders Company; provided, however, that in the case of (ii), the Private Warrants and the Working Capital Warrants and any shares of Common Stock held by the Private Warrant Purchaser or any Permitted Transferees, as applicable, and issued upon exercise of the Private 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 initial stockholders’ membersCompany’s officers or directors, any affiliate of the Private Warrant Purchaser or to any member(s) of the Private Warrant Purchaser or any of their affiliates, officers, directorsdirectors and direct and indirect equityholders; (b) in the case of an individual, consultants or their affiliates, (ii) to a holder’s stockholders or members upon the holder’s liquidation, in each case if the holder is an entity, (iii) by bona fide gift to a member of the holdersuch individual’s immediate family or to a trust, the beneficiary of which is the holder or a member of the holdersuch individual’s immediate family, an affiliate of such individual or to a charitable organization; (c) in each the case for estate planning purposesof an individual, (iv) by virtue of the laws of descent and distribution upon deathdeath of such person; (d) in the case of an individual, (v) pursuant to a qualified domestic relations order, ; (vie) to the Company for no value for cancellation 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, (vii) in connection with the consummation of a an initial Business Combination at prices no greater than the price at which the Warrants were originally purchased, ; (viiif) in the event of the Company’s liquidation prior to its consummation of an initial Business Combination or (ix) in the event that, subsequent to the consummation of an initial Business Combination, the Company completes a liquidation, merger, capital stock exchange or other similar transaction which results in all of the Company’s stockholders having Business Combination; or (g) by virtue of the right to exchange their Common Stock for cashlaws of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor. provided, securities or other propertyhowever, that, in each the case (except for of clauses (vi), a) through (viiie) or (ixg), these transferees (the “Permitted Transferees”) or enter into a written agreement 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”) or the trustee or legal guardian for such Permitted Transferee agrees Company agreeing to be bound by the transfer restrictions contained in this Agreement and any other applicable agreement the transferor is bound byAgreement.

Private Warrants and Working Capital Warrants. The Warrant Agent shall not register any transfer of Private Warrants or and the Working Capital Warrants shall be identical to the Public Warrants (including related to redemption rights), except that so long as they are held by any of the Private Purchasers or any of their respective Permitted Transferees (as defined below), as applicable, the Private Warrants and the Working Capital Warrants including the shares of Common Stock issuable upon exercise of the Private Warrants and the Working Capital Warrants, 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); provided, except for transfers however, that the Private Warrants and the Working Capital Warrants and any shares of Common Stock held by the Private Purchasers or their respective Permitted Transferees and issued upon exercise of the Private Warrants and the Working Capital Warrants may be transferred by the holders thereof, at any time: (ia) among the initial stockholders or to the Company’s officers or the initial stockholders’ members, officers, directors, consultants any affiliate or their affiliatesfamily member of any of the Company’s officers or directors, any members of the Sponsor or any affiliates of the Sponsor; (iib) to a holder’s stockholders or members upon in the holder’s liquidationcase of an individual, in each case if the holder is an entity, (iii) by bona fide gift to a member of the holdersuch individual’s immediate family or to a trust, the beneficiary of which is the holder or a member of the holdersuch individual’s immediate family, an affiliate of such individual or to a charitable organization; (c) in each the case for estate planning purposesof an individual, (iv) by virtue of the laws of descent and distribution upon deathdeath of such individual; (d) in the case of an individual, (v) pursuant to a qualified domestic relations order, ; (vie) to the Company for no value for cancellation by private sales or transfers made in connection with the consummation of a Business Combination, (vii) in connection with the consummation of a Company’s initial Business Combination at prices no greater than the price at which the Warrants shares of Common Stock or the Warrants, as the case may be, were originally purchased, ; (viiif) in the event of the Company’s liquidation prior to its the consummation by the Company of an initial a Business Combination 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 (ixh) in the event case of the Underwriter, to each Underwriter’s respective affiliates or any entity controlled by such Underwriter; provided, however, that, subsequent to in the consummation case of an initial Business Combination, the Company completes a liquidation, merger, capital stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their Common Stock for cash, securities or other property, in each case (except for clauses (via) through (e), (viiig) or (ixh), these transferees (the “Permitted Transferees”) or enter into a written agreement 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”) or the trustee or legal guardian for such Permitted Transferee agrees Company agreeing to be bound by the transfer restrictions contained in this Agreement and any other applicable agreement the transferor is bound byAgreement.

Private Warrants and Working Capital Warrants. The Warrant Agent shall not register any transfer of Private Warrants or Working Capital Warrants until after the consummation by the Company of an initial Business Combination, except for transfers (i) among the initial stockholders shareholders or to the initial shareholders’ or the Company’s or the initial stockholders’ members, officers, directors, consultants or their affiliates, (ii) to a holder’s stockholders shareholders or members upon the holder’s liquidation, in each case if the holder is an entity, (iii) by bona fide gift to a member of the holder’s immediate family or to a trust, the beneficiary of which is the holder or a member of the holder’s immediate family, in each case for estate planning purposes, (iv) by virtue of the laws of descent and distribution upon death, (v) pursuant to a qualified domestic relations order, (vi) to the Company for no value for cancellation in connection with the consummation of a Business Combination, (vii) in connection with the consummation of a Business Combination by private sales at prices no greater than the price at which the Private Warrants were originally purchased, (viii) in the event of the Company’s liquidation prior to its consummation of an initial Business Combination or (ix) in the event that, subsequent to the consummation of an initial Business Combination, the Company completes a liquidation, merger, capital stock share exchange or other similar transaction which results in all of the Company’s stockholders shareholders having the right to exchange their Common Stock Class A Ordinary Shares for cash, securities or other property, in each case (except for clauses (vi), (viii) or (ix) 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”) or the trustee or legal guardian for such Permitted Transferee transferee agrees to be bound by the transfer restrictions contained in this Agreement section and any other applicable agreement the transferor is bound by.

Private Warrants and Working Capital Warrants. The Warrant Agent shall not register any transfer of Private Warrants or Working Capital Warrants until after the consummation by the Company of an initial Business Combination, except for transfers (i) among the initial stockholders shareholders or to the Company’s or the initial stockholdersshareholders’ members, officers, directors, consultants or their affiliates, (ii) to a holder’s stockholders shareholders or members upon the holder’s liquidation, in each case if the holder is an entity, (iii) by bona fide gift to a member of the holder’s immediate family or to a trust, the beneficiary of which is the holder or a member of the holder’s immediate family, in each case for estate planning purposes, (iv) by virtue of the laws of descent and distribution upon death, (v) pursuant to a qualified domestic relations order, (vi) to the Company for no value for cancellation in connection with the consummation of a Business Combination, (vii) in connection with the consummation of a Business Combination at prices no greater than the price at which the Warrants were originally purchased, (viii) in the event of the Company’s liquidation prior to its consummation of an initial Business Combination or (ix) in the event that, subsequent to the consummation of an initial Business Combination, the Company completes a liquidation, merger, capital stock exchange or other similar transaction which results in all of the Company’s stockholders shareholders having the right to exchange their Common Stock Class A ordinary shares for cash, securities or other property, in each case (except for clauses (vi), (viii) or (ix) 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”) or the trustee or legal guardian for such Permitted Transferee agrees to be bound by the transfer restrictions contained in this Agreement and any other applicable agreement the transferor is bound by.

Private Warrants and Working Capital Warrants. The Warrant Agent shall not register any transfer of Private Warrants or Working Capital Warrants until after the consummation by the Company of an initial Business Combination, except for transfers (i) among the initial stockholders or to the Company’s or the initial stockholders’ members, officers, directors, consultants or their affiliates, (ii) to a holder’s stockholders or members upon the holder’s liquidation, in each case if the holder is an entity, (iii) by bona fide gift to a member of the holder’s immediate family or to a trust, the beneficiary of which is the holder or a member of the holder’s immediate family, in each case for estate planning purposes, (iv) by virtue of the laws of descent and distribution upon death, (v) pursuant to a qualified domestic relations order, (vi) to the Company for no value for cancellation in connection with the consummation of a Business Combination, (vii) in connection with the consummation of a Business Combination at prices no greater than the price at which the Warrants were originally purchased, (viii) in the event of the Company’s liquidation prior to its consummation of an initial Business Combination or Combination, (ix) in the event that, subsequent to the consummation of an initial Business Combination, the Company completes a liquidation, merger, capital stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their Common Stock for cash, securities or other property, or (x) in the case of the Anchor Investors, to the Anchor Investor’s affiliates, or any investment fund or other entity controlled or managed by the Anchor Investor, or to any investment manager or investment advisor of the Anchor Investor or an affiliate of any such investment manager or investment advisor, in each case (except for clauses (vi), (viii) or (ix) 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”) or the trustee or legal guardian for such Permitted Transferee agrees to be bound by the transfer restrictions contained in this Agreement and any other applicable agreement the transferor is bound by.

Private Warrants and Working Capital Warrants. The Warrant Agent shall not register any transfer of Private Warrants or Working Capital Warrants until 30 days after the consummation by the Company of an initial Business Combination, except for transfers (i) among to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members of the Company’s sponsors, any affiliates of the sponsors, any of the Underwriters or any affiliate of the Underwriters, the initial stockholders (as defined in the Registration Statement) and any family members of the initial stockholders, if such initial stockholder is an individual, or any members of the initial stockholders or to the Company’s or any affiliates of the initial stockholders’ members, officers, directors, consultants or their affiliates, (ii) to a holder’s stockholders or members upon the holder’s liquidation, in each case if the holder such initial stockholder is an entity, (iiiii) by bona fide gift to a charitable organization or in the case of an individual, by gift to a member of the holder’s immediate family or to a trust, the beneficiary of which is the holder or a member of one of the holder’s immediate familyfamily or an affiliate of such person; (iii) in the case of an individual, in each case for estate planning purposes, (iv) by virtue of the laws of descent and distribution upon deathdeath of the individual; (iv) in the case of an individual, (v) pursuant to a qualified domestic relations order, ; (viv) to the Company for no value for cancellation 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, (vii) in connection with the consummation of a Business Combination an initial business combination at prices no greater than the price at which the Warrants shares or warrants were originally purchased, ; (viiivi) in the event of the Company’s liquidation prior to its consummation the completion of an the initial Business Combination business combination; or (ixvii) in by virtue of the event that, subsequent to laws of Delaware or the consummation of an initial Business Combination, the Company completes a liquidation, merger, capital stock exchange or other similar transaction which results in all organizational documents of the Company’s sponsors upon dissolution of such entities or any of the initial stockholders having upon dissolution of such initial stockholder; provided, however, that in the right to exchange their Common Stock for cash, securities or other property, in each case (except for of clauses (vi), i) through (viiiv) or (ixvii) or with the Company’s prior these permitted transferees must enter into a 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”) or the trustee or legal guardian for such Permitted Transferee agrees agreement agreeing to be bound by these transfer restrictions and the transfer other restrictions contained in this Agreement certain letter agreement to be entered into by the Company and any other applicable agreement the transferor is bound byholder with respect to such securities (including provisions relating to voting, the trust account and liquidation distributions described in the Registration Statement).

Private Warrants and Working Capital Warrants. The Warrant Agent shall not register any transfer of Private Warrants or Working Capital Warrants until after the consummation by the Company of an initial Business Combination, except for transfers (i) among the initial stockholders shareholders or to the initial shareholders’ or the Company’s or the initial stockholders’ members, officers, directors, consultants or their affiliates, (ii) to a holder’s stockholders shareholders or members upon the holder’s liquidation, in each case if the holder is an entity, (iii) by bona fide gift to a member of the holder’s immediate family or to a trust, the beneficiary of which is the holder or a member of the holder’s immediate family, in each case for estate planning purposes, (iv) by virtue of the laws of descent and distribution upon death, (v) pursuant to a qualified domestic relations order, (vi) to the Company for no value for cancellation in connection with the consummation of a Business Combination, (vii) in connection with at or prior to the consummation of a Business Combination by private sales at prices no greater than the price at which the Private Warrants were originally purchased, purchased or (viii) in the event of the Company’s liquidation prior to its consummation of an initial Business Combination or (ix) in the event that, subsequent to the consummation of an initial Business Combination, the Company completes a liquidation, merger, capital stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their Common Stock for cash, securities or other property, in each case (except for clauses (vi), (viii) or (ixviii) 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”) or the trustee or legal guardian for such Permitted Transferee transferee agrees to be bound by the transfer restrictions contained in this Agreement section and any other applicable agreement the transferor is bound by.

Private Warrants and Working Capital Warrants. The Warrant Agent shall not register any transfer of Private Warrants or and the Working Capital Warrants shall be identical to the Public Warrants, except that until the date that is thirty (30) days after the consummation completion by the Company of an initial Business Combination, except for transfers the Private Warrants and the Working Capital Warrants may not be transferred, assigned or sold by the holders thereof, other than: (ia) among the initial stockholders or to the Company’s officers or the initial stockholders’ members, officers, directors, consultants any affiliate or their affiliatesfamily member of any of the Company’s officers or directors, any affiliate of the Sponsor or to any members of the Sponsor; (iib) to a holder’s stockholders or members upon in the holder’s liquidationcase of an individual, in each case if the holder is an entity, (iii) by bona fide gift to a member of the holdersuch individual’s immediate family or to a trust, the beneficiary of which is the holder or a member of the holdersuch individual’s immediate family, an affiliate of such individual or to a charitable organization; (c) in each the case for estate planning purposesof an individual, (iv) by virtue of the laws of descent and distribution upon deathdeath of such person; (d) in the case of an individual, (v) pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, (vi) to in connection with an extension of the timeframe for the Company for no value for cancellation to consummate a Business Combination or in connection with the consummation of a Business Combination, (vii) in connection with the consummation of a an initial Business Combination at prices no greater than the price at which the Warrants were originally purchased; (f) by virtue of the laws of the Cayman Islands, Delaware or the limited liability company agreement of the Sponsor upon dissolution of the Sponsor; (viiig) to the Company for no value for cancellation in connection with the consummation of an initial Business Combination; (h) in the event of the Company’s liquidation prior to its the consummation of an initial a Business Combination Combination; (i) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (ixa) through (f) above; and (j) in the event that, subsequent to the consummation of an initial a Business Combination, the Company completes a liquidation, merger, capital stock share exchange or other similar transaction which results in all of the Company’s stockholders shareholders having the right to exchange their Common Stock Ordinary Shares for cash, securities or other property; provided, however, that, in each the case (except for of clauses (via) through (f) and (i), these transferees (viiithe “Permitted Transferees”) or (ix) or enter into a written agreement 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”) or the trustee or legal guardian for such Permitted Transferee agrees Company agreeing to be bound by the transfer restrictions contained in this Agreement and any the other applicable agreement restrictions contained in the transferor is bound byletter agreement, dated as of the date hereof, by and among the Company, the Sponsor and the Company’s officers and directors.

Private Warrants and Working Capital Warrants. The Warrant Agent shall not register any transfer of Private Warrants or and the Working Capital Warrants shall be identical to the Public Warrants, except that so long as they are held by original holders thereof or their Permitted Transferees (as defined below), the Private 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) may not be transferred, assigned or sold until thirty (30) days after the consummation completion by the Company of an initial the Initial Business Combination, except for transfers and (iiii) among shall not be redeemable by the initial stockholders Company pursuant to Section 6.1 hereof; provided, however, that in the case of clause (ii), the Private Warrants, the Working Capital Warrants and any shares of Common Stock issued upon exercise of the Private Warrants or the Working Capital Warrants that, in each case, are held by the original holders of the Private Warrants or the Working Capital Warrants, as the case may be, or any of their Permitted Transferees may be transferred by the holders thereof prior to that thirtieth day: (a) to the Company’s officers or the initial stockholders’ members, officers, directors, consultants any affiliates or their affiliatesfamily members of any of the Company’s officers or directors, any members of the Sponsor, any affiliates of the Sponsor, as well as affiliates of such members and funds and accounts advised by such members); (iib) to a holder’s stockholders or members upon in the holder’s liquidationcase of an individual, in each case if the holder is an entity, (iii) by bona fide gift to a member of the holderindividual’s immediate family or to a trust, the beneficiary of which is the holder or a member of the holdersuch individual’s immediate familyfamily or an affiliate of the individual or to a charitable organization; (c) in the case of an individual, in each case for estate planning purposes, (iv) by virtue of the laws of descent and distribution upon deathdeath of such individual; (d) in the case of an individual, (v) pursuant to a qualified domestic relations order, ; (vie) to the Company for no value for cancellation by private sales or transfers made in connection with the consummation of a Business Combination, (vii) in connection with the consummation of a Initial Business Combination at prices no greater than the price at which the Private Warrants, the Working Capital Warrants or the shares of Common Stock, as the case may be, were originally purchased, ; (viiif) in the event of the Company’s liquidation prior to its the consummation of an initial a Business Combination 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 (ixh) in the event that, subsequent to of the consummation Company’s completion of an initial Business Combination, the Company completes a liquidation, merger, capital stock exchange exchange, reorganization or other similar transaction which results in all of the Company’s stockholders having the right to exchange their Common Stock shares of common stock for cash, securities or other property, in each case (except for clauses (vi), (viii) or (ix) or with property subsequent to the Company’s prior written consentcompletion of the Initial Business Combination; provided, however, that, in the case of clauses (a) on through (e) and (g), any such transferees (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 TransfereeTransferees”) or enter into a written agreement with the trustee or legal guardian for such Permitted Transferee agrees Company agreeing to be bound by the these transfer restrictions contained in this Agreement and any other applicable agreement the transferor is bound byrestrictions.

Private Warrants and Working Capital Warrants. The Warrant Agent shall not register any transfer of Private Warrants or and the Working Capital Warrants shall be identical to the Public Warrants, except that so long as they are held by Private Unit Purchasers or any of their Permitted Transferees (as defined below), as applicable, the Private 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) 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 (iiii) among shall not be redeemable by the initial stockholders Company; provided, however, that in the case of clause (ii), the Private Warrants and the Working Capital Warrants and any shares of Common Stock held by the Private Unit Purchasers or any Permitted Transferees, as applicable, and issued upon exercise of the Private Warrants and the Working Capital Warrants may be transferred by the holders thereof, at any time: (a) to the Company’s officers or the initial stockholders’ members, officers, directors, consultants any affiliate or their affiliatesfamily member of any of the Company’s officers or directors, any member(s) of the Sponsor or any affiliates of the Sponsor; (iib) to a holder’s stockholders or members upon in the holder’s liquidationcase of an individual, in each case if the holder is an entity, (iii) by bona fide gift to a member of the holdersuch individual’s immediate family or to a trust, the beneficiary of which is the holder or a member of the holdersuch individual’s immediate family, an affiliate of such individual or to a charitable organization; (c) in each the case for estate planning purposesof an individual, (iv) by virtue of the laws of descent and distribution upon deathdeath of such individual; (d) in the case of an individual, (v) pursuant to a qualified domestic relations order, ; (vie) to the Company for no value for cancellation 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, (vii) in connection with the consummation of a Company’s initial Business Combination at prices no greater than the price at which the Warrants shares of Common Stock or the Warrants, as the case may be, were originally purchased, ; (viiif) in the event of the Company’s liquidation prior to its the consummation by the Company of an initial a Business Combination 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 (ixh) in the event case of Nomura, to Nomura’s affiliates or any entity controlled by Nomura; provided, however, that, subsequent to in the consummation case of an initial Business Combination, the Company completes a liquidation, merger, capital stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their Common Stock for cash, securities or other property, in each case (except for clauses (via) through (e), (viiig) or (ixh), these transferees (the “Permitted Transferees”) or enter into a written agreement 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”) or the trustee or legal guardian for such Permitted Transferee agrees Company agreeing to be bound by the transfer restrictions contained in this Agreement and any other applicable agreement the transferor is bound byAgreement.

Private Warrants and Working Capital Warrants. The Warrant Agent shall not register any transfer of Private Warrants or 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 their Permitted Transferees (as defined below), as applicable, the Private 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) 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 (iiii) among shall not be redeemable by the initial stockholders Company; provided, however, that in the case of (ii), the Private Warrants and the Working Capital Warrants and any shares of Common Stock held by the Sponsor or any Permitted Transferees, as applicable, and issued upon exercise of the Private 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 initial stockholders’ membersCompany’s officers or directors, any affiliate of the Sponsor or to any member(s) of the Sponsor or any of their affiliates, officers, directorsdirectors and direct and indirect equityholders; (b) in the case of an individual, consultants or their affiliates, (ii) to a holder’s stockholders or members upon the holder’s liquidation, in each case if the holder is an entity, (iii) by bona fide gift to a member of the holdersuch individual’s immediate family or to a trust, the beneficiary of which is the holder or a member of the holdersuch individual’s immediate family, an affiliate of such individual or to a charitable organization; (c) in each the case for estate planning purposesof an individual, (iv) by virtue of the laws of descent and distribution upon deathdeath of such person; (d) in the case of an individual, (v) pursuant to a qualified domestic relations order, ; (vie) to the Company for no value for cancellation 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, (vii) in connection with the consummation of a an initial Business Combination at prices no greater than the price at which the Warrants were originally purchased, ; (viiif) in the event of the Company’s liquidation prior to its consummation of an initial Business Combination or (ix) in the event that, subsequent to the consummation of an initial Business Combination, the Company completes a liquidation, merger, capital stock exchange or other similar transaction which results in all of the Company’s stockholders having Business Combination; or (g) by virtue of the right to exchange their Common Stock for cashlaws of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor. provided, securities or other propertyhowever, that, in each the case (except for of clauses (vi), a) through (viiie) or (ixg), these transferees (the “Permitted Transferees”) or enter into a written agreement 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”) or the trustee or legal guardian for such Permitted Transferee agrees Company agreeing to be bound by the transfer restrictions contained in this Agreement and any other applicable agreement the transferor is bound byAgreement.

Private Warrants and Working Capital Warrants. The Warrant Agent shall not register any transfer of Private Warrants or and the Working Capital Warrants shall be identical to the Public Warrants, except that so long as they are held by Private Warrant Purchasers or any of their Permitted Transferees (as defined below), as applicable, the Private 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) 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 (iiii) among shall not be redeemable by the initial stockholders Company; provided, however, that in the case of clause (ii), the Private Warrants and the Working Capital Warrants and any shares of Common Stock held by the Private Warrant Purchasers or any Permitted Transferees, as applicable, and issued upon exercise of the Private Warrants and the Working Capital Warrants may be transferred by the holders thereof, at any time: (a) to the Company’s officers or the initial stockholders’ members, officers, directors, consultants any affiliate or their affiliatesfamily member of any of the Company’s officers or directors, any member(s) of the Sponsor or any affiliates of the Sponsor; (iib) to a holder’s stockholders or members upon in the holder’s liquidationcase of an individual, in each case if the holder is an entity, (iii) by bona fide gift to a member of the holdersuch individual’s immediate family or to a trust, the beneficiary of which is the holder or a member of the holdersuch individual’s immediate family, an affiliate of such individual or to a charitable organization; (c) in each the case for estate planning purposesof an individual, (iv) by virtue of the laws of descent and distribution upon deathdeath of such individual; (d) in the case of an individual, (v) pursuant to a qualified domestic relations order, ; (vie) to the Company for no value for cancellation by private sales or transfers made in connection with the consummation of a Business Combination, (vii) in connection with the consummation of a Company’s initial Business Combination at prices no greater than the price at which the Warrants shares of Common Stock or the Warrants, as the case may be, were originally purchased, ; (viiif) in the event of the Company’s liquidation prior to its the consummation by the Company of an initial a Business Combination 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 (ixh) in the event case of an Anchor Investor, to such Anchor Investor’s affiliates, or any investment fund or other entity controlled or managed by such Anchor Investor, or to any investment manager or investment advisor of such Anchor Investor or an affiliate of any such investment manager or investment advisor; provided, however, that, subsequent to in the consummation case of an initial Business Combination, the Company completes a liquidation, merger, capital stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their Common Stock for cash, securities or other property, in each case (except for clauses (via) through (e), (viiig) or (ixh), these transferees (the “Permitted Transferees”) or enter into a written agreement 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”) or the trustee or legal guardian for such Permitted Transferee agrees Company agreeing to be bound by the transfer restrictions contained in this Agreement and any other applicable agreement the transferor is bound byAgreement.

Private Warrants and Working Capital Warrants. The Warrant Agent shall not register any transfer of Private Warrants or Working Capital Warrants until after the consummation by the Company of an initial Business Combination, except for transfers (i) among the initial stockholders shareholders or to the initial shareholders’ or the Company’s or the initial stockholders’ members, officers, directors, consultants or their affiliates, (ii) to a holder’s stockholders shareholders or members upon the holder’s liquidation, in each case if the holder is an entity, (iii) by bona fide gift to a member of the holder’s immediate family or to a trust, the beneficiary of which is the holder or a member of the holder’s immediate family, in each case for estate planning purposes, (iv) by virtue of the laws of descent and distribution upon death, (v) pursuant to a qualified domestic relations order, (vi) to the Company for no value for cancellation in connection with the consummation of a Business Combination, (vii) in connection with the consummation of a Business Combination by private sales at prices no greater than the price at which the Private Warrants were originally purchased, (viii) in the event of the Company’s liquidation prior to its consummation of an initial Business Combination or (ix) in the event that, subsequent to the consummation of an initial Business Combination, the Company completes a liquidation, merger, capital stock share exchange or other similar transaction which results in all of the Company’s stockholders shareholders having the right to exchange their Common Stock Ordinary Shares for cash, securities or other property, in each case (except for clauses (vi), (viii) or (ix) 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”) or the trustee or legal guardian for such Permitted Transferee transferee agrees to be bound by the transfer restrictions contained in this Agreement section and any other applicable agreement the transferor is bound by.

Private Warrants and Working Capital Warrants. The Warrant Agent shall not register any transfer of Private Warrants or and the Working Capital Warrants shall be identical to the Public Warrants, except that the Private Warrants and the Working Capital Warrants may not be transferred, assigned or sold until after the consummation by of the Company of an initial Business Combination; provided, except for transfers however, that the Private Warrants and the Working Capital Warrants and any Ordinary Shares held by the Sponsor or any of its Permitted Transferees (ias defined below), as applicable, and issued upon exercise of the Private Warrants and the Working Capital Warrants may be transferred by the holders thereof: (a) among the initial stockholders shareholders or to the Company’s or the initial stockholdersshareholders’ members, officers, directors, consultants or their affiliates, (iib) to a holder’s stockholders shareholders or members upon the holder’s liquidation, in each case if the holder is an entity, (iiic) by bona fide gift to a member of the holder’s immediate family or to a trust, the beneficiary of which is the holder or a member of the holder’s immediate family, in each case for estate planning purposes, (d) in the case of an individual, (iv) by virtue of the laws of descent and distribution upon death; (e) in the case of an individual, (v) pursuant to a qualified domestic relations order, ; (vif) to the Company for no value for cancellation in connection with the consummation of a Business Combination, (viig) in connection with the consummation of a Business Combination at prices no greater than the price at which the Warrants were originally purchased, ; (viiih) in the event of the Company’s liquidation prior to its consummation of an initial Business Combination or Combination; or (ixi) in the event that, subsequent to the consummation of an initial Business Combinationbusiness combination, the Company completes a liquidation, merger, capital stock share exchange or other similar transaction which results in all of the Company’s stockholders shareholders having the right to exchange their Common Stock ordinary shares for cash, securities or other property, provided, however, that, in each the case (except for of clauses (via) through (e), (viiig) or (ixh), these transferees (the “Permitted Transferees”) or must enter into a written agreement 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”) or the trustee or legal guardian for such Permitted Transferee agrees Company agreeing to be bound by the transfer restrictions contained in this Agreement and any other applicable agreement the transferor is bound byAgreement.

Private Warrants and Working Capital Warrants. The Warrant Agent shall not register any transfer of Private Warrants or Working Capital Warrants until after the consummation by the Company of an initial Business Combination, except for transfers (ia) among the initial stockholders or to the Company’s or the initial stockholders’ members, officers, officers or directors, consultants any affiliates or their affiliatesfamily members of any of the Company’s initial stockholders, officers or directors, any members of the Company’s sponsor, or any affiliates of the sponsor; (iib) to a holder’s stockholders or members upon in the holder’s liquidationcase of an individual, in each case if the holder is an entity, (iii) by bona fide gift to a member of one of the holdermembers of the individual’s immediate family or to a trust, the beneficiary of which is the holder or a member of one of the holderindividual’s immediate family, an affiliate of such person or to a charitable organization; (c) in each the case for estate planning purposesof an individual, (iv) by virtue of the laws of descent and distribution upon deathdeath of the individual; (d) in the case of an individual, (v) pursuant to a qualified domestic relations order, ; (vie) to the Company for no value for cancellation in connection with the consummation of a Business Combination, (vii) by private sales or transfers made in connection with the consummation of a Business Combination at prices no greater than the price at which the Private Warrants were originally purchased, ; (viiif) in the event of the Company’s liquidation prior to its consummation of an initial Business Combination or (ix) in the event that, subsequent to the consummation completion of an initial Business Combination, ; (g) by virtue of the Company completes laws of Delaware or the sponsor’s limited liability company agreement upon dissolution of the sponsor; or (h) in the event of the Company’s completion of a liquidation, merger, capital stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their Common Stock shares of common stock for cash, securities or other propertyproperty subsequent to the Company’s completion of an initial Business Combination, in each case (except for clauses (vi), f) through (viii) or (ixh) 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”) or the trustee or legal guardian for such Permitted Transferee transferee agrees to be bound by the transfer restrictions contained in this Agreement section and any other applicable agreement the transferor is bound by.

Private Warrants and Working Capital Warrants. The Warrant Agent shall not register any transfer of Private Warrants or Working Capital Warrants until after the consummation by the Company of an initial Business Combination, except for transfers (i) among the initial stockholders shareholders or to the Company’s or the initial stockholdersshareholders’ members, officers, directors, consultants or their affiliates, (ii) to a holder’s stockholders shareholders or members upon the holder’s liquidation, in each case if the holder is an entity, (iii) by bona fide gift to a member of the holder’s immediate family or to a trust, the beneficiary of which is the holder or a member of the holder’s immediate family, in each case for estate planning purposes, (iv) by virtue of the laws of descent and distribution upon death, (v) pursuant to a qualified domestic relations order, (vi) to the Company for no value for cancellation in connection with the consummation of a Business Combination, (vii) in connection with the consummation of a Business Combination at prices no greater than the price at which the Warrants were originally purchased, (viii) in the event of the Company’s liquidation prior to its consummation of an initial Business Combination or (ix) in the event that, subsequent to the consummation of an initial Business Combination, the Company completes a liquidation, merger, capital stock exchange or other similar transaction which results in all of the Company’s stockholders shareholders having the right to exchange their Common Stock Ordinary Shares for cash, securities or other property, in each case (except for clauses (vi), (viii) or (ix) 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”) or the trustee or legal guardian for such Permitted Transferee agrees to be bound by the transfer restrictions contained in this Agreement and any other applicable agreement the transferor is bound by.

Private Warrants and Working Capital Warrants. The Warrant Agent shall not register any transfer of Private Warrants or and the Working Capital Warrants shall be identical to the Public Warrants, except that the Private Warrants and the Working Capital Warrants may not be transferred, assigned or sold until after the date of the consummation by of the Company of an initial Business Combination; provided, except for transfers however, that the Private Warrants and the Working Capital Warrants and any Ordinary Shares held by the Sponsor or any of its Permitted Transferees, as applicable, and issued upon exercise of the Private Warrants and the Working Capital Warrants may be transferred by the holders thereof: (ia) among the initial stockholders shareholders or to the Company’s or the initial stockholdersshareholders’ members, officers, directors, consultants or their affiliates, (iib) to a holder’s stockholders shareholders or members upon the holder’s liquidation, in each case if the holder is an entity, (iiic) by bona fide gift to a member of the holder’s immediate family or to a trust, the beneficiary of which is the holder or a member of the holder’s immediate family, in each case for estate planning purposes, , (ivd) by virtue of the laws of descent and distribution upon death, ; (ve) pursuant to a qualified domestic relations order, ; (vif) to the Company for no value for cancellation in connection with the consummation of a Business Combination, (viig) in connection with the consummation of a Business Combination at prices no greater than the price at which the Warrants were originally purchased, ; (viiih) in the event of the Company’s liquidation prior to its consummation of an initial Business Combination or Combination; or (ixi) in the event that, subsequent to the consummation of an initial Business Combinationbusiness combination, the Company completes a liquidation, merger, capital stock share exchange or other similar transaction which results in all of the Company’s stockholders shareholders having the right to exchange their Common Stock ordinary shares for cash, securities or other property, provided, however, that, in each the case (except for of clauses (via) through (e), (viiig) or (ixh), these transferees (the “Permitted Transferees”) or must enter into a written agreement 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”) or the trustee or legal guardian for such Permitted Transferee agrees Company agreeing to be bound by the transfer restrictions contained in this Agreement and any other applicable agreement the transferor is bound byAgreement.

Private Warrants and Working Capital Warrants. The Warrant Agent shall not register any transfer of Private Warrants or Working Capital Warrants until thirty (30) days after the consummation by the Company of an initial Business Combination, except for transfers (i) among the initial stockholders or to the Company’s officers or the initial stockholders’ members, officers, directors, consultants any affiliates or their affiliatesfamily members of any of the Company’s officers or directors, any members of the Sponsor, or any affiliates of the Sponsor, as well as affiliates of such members and funds and accounts advised by such members, (ii) to a holder’s stockholders or members upon in the holder’s liquidationcase of an individual, in each case if the holder is an entity, (iii) by bona fide gift to a member of the holderindividual’s immediate family or to a trust, the beneficiary of which is the holder or a member of the holderindividual’s immediate family, in each case for estate planning purposesan affiliate of such person or to a charitable organization, (iviii) in the case of an individual, by virtue of the laws of descent and distribution upon deathdeath of the individual, (viv) in the case of an individual, pursuant to a qualified domestic relations order, (viv) to the Company for no value for cancellation by private sales or transfers made in connection with the consummation of a Business Combination, (vii) 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 Warrants were originally purchased, (viiivi) in the event of the Company’s liquidation prior to its consummation the completion of an initial a Business Combination Combination; (vii) by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; (viii) in the case of Stifel, to any affiliate of Stifel; or (ix) in the event that, subsequent to of the consummation of an initial Business Combination, the Company completes a Company’s liquidation, merger, capital stock exchange exchange, reorganization or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other propertyproperty subsequent to the completion of the Company’s initial Business Combination; provided, however, that in each the case (except for of clauses (vii) through (v), (viiivii) or (ix) or with the Company’s prior written consent) on the condition that prior to such registration for transferviii), the Warrant Agent shall be presented with written documentation pursuant to which each transferee these permitted transferees (each, a “Permitted Transferee”) or the trustee or legal guardian for such Permitted Transferee agrees must enter into a written agreement agreeing to be bound by the transfer restrictions contained in this Agreement and any other applicable agreement the transferor is bound byby with respect to such securities.

Private Warrants and Working Capital Warrants. The Warrant Agent shall not register any transfer of Private Warrants or and the Working Capital Warrants until after shall be identical to the consummation Public Warrants, except that so long as they are held by the Company Sponsor, the Company’s executive officers or directors or any of an initial Business Combinationtheir Permitted Transferees (as defined below), except for transfers the Private Warrants and the Working Capital Warrants: (i) among may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) shall be subject to the initial stockholders Lock-up (as defined below), and (iii) shall not be redeemable by the Company; provided, however, that in the case of (ii), the Private Warrants, the Working Capital Warrants and any Class A Ordinary Shares held by the Sponsor or its Permitted Transferees and issued upon exercise of the Private Warrants and the Working Capital Warrants may be transferred by the holders thereof: (a) amongst the Sponsor and its affiliates, to the Company’s executive officers or the initial stockholders’ members, officers, directors, consultants or their affiliatesto any affiliate or family member of any of the Company’s executive officers or directors; (b) in the case of an entity, (ii) as a distribution to a holder’s stockholders its partners, shareholders or members upon its liquidation; (c) in the holder’s liquidation, in each case if the holder is of an entityindividual, (iiii) by bona fide gift to a member of the holdersuch person’s immediate family or to a trust, the beneficiary of which is the holder or a member of the holdersuch person’s immediate family, in each case for estate planning purposesan affiliate of such person or to a charitable organization, (ivii) by virtue of the laws of descent and distribution upon deathdeath of such person, (viii) pursuant to a qualified domestic relations order; (d) in the case of a trust, by distribution to one or more permissible beneficiaries of such trust; (vie) by certain pledges to secure obligations incurred in connection with purchases of the Company’s securities; (f) through private sales or transfers made in connection with the consummation of the Company’s initial Business Combination at prices no greater than the price at which such securities were originally purchased; or (g) to the Company for no value for cancellation in connection with the consummation of a the Business Combination, ; (vii) in connection with the consummation of a Business Combination at prices no greater than the price at which the Warrants were originally purchased, (viiih) in the event of the Company’s liquidation prior to its the consummation of an initial the Business Combination Combination; (i) by virtue of the laws of the Cayman Islands, by virtue of Sponsor’s memorandum and articles of association or other constitutional, organizational or formational documents, as amended, upon dissolution of the Sponsor, or by virtue of the constitutional, organizational or formational documents of a subsidiary of Sponsor that holds any such securities upon liquidation or dissolution of such subsidiary; or (ixj) in the event that, subsequent to of the consummation Company’s completion of an initial Business Combination, the Company completes a liquidation, merger, capital stock exchange share exchange, reorganization or other similar transaction which results in all of the Company’s stockholders shareholders having the right to exchange their Common Stock ordinary shares for cash, securities or other property, in each case (except for clauses (vi), (viii) or (ix) or with property subsequent to the completion of the Company’s prior written consentinitial Business Combination; provided, however, that, in case of clauses (a) on through (f)), these transferees (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 TransfereeTransferees”) or shall enter into a written agreement with the trustee or legal guardian for such Permitted Transferee agrees Company agreeing to be bound by the transfer restrictions contained agreed to by the original holder in this Agreement and any other applicable agreement connection with the transferor is bound bypurchase of the securities being transferred.

Private Warrants and Working Capital Warrants. The Warrant Agent shall Private Warrants and Working Capital Warrants will be issued in the same form as the Public Warrants except that they (i) will be exercisable either for cash or on a cashless basis at the holder’s option pursuant to Section 3.3, (ii) will not register any transfer of be redeemable by the Company, in either case as long as the Private Warrants or Working Capital Warrants until after Warrants, as the case may be, are held by the initial purchasers or any of their permitted transferees (as prescribed in the Subscription Agreement), and (iii) will be subject to the transfer restrictions set forth below. The provisions of this Section 2.6 may not be modified, amended or deleted without the prior written consent of the Representative. Prior to the consummation by the Company of an initial Business Combinationbusiness combination, except for transfers the Private Warrants and Working Capital Warrants may only be transferred by the holders thereof: (ia) among to any persons (including their affiliates and shareholders) participating in the Private Offering, officers, directors, shareholders, employees and members of the Sponsor and its affiliates; (b) amongst initial stockholders holders (as defined in the Registration Statement) or to the Company’s or the initial stockholders’ members, officers, directors, consultants or their affiliates, directors and employees; (iic) to if a holder’s stockholders or members upon the holder’s liquidation, in each case if the holder is an entity, as a distribution to its, partners, shareholders or members upon its liquidation; (iiid) by bona fide gift to a member of the holder’s immediate family or to a trust, the beneficiary of which is the a holder or a member of the a holder’s immediate family, in each case for estate planning purposes, ; (ive) by virtue of the laws of descent and distribution upon death, ; (vf) pursuant to a qualified domestic relations order, ; (vig) by certain pledges to secure obligations incurred in connection with purchases of the Company’s securities; (h) by private sales at prices no greater than the price at which the Private Warrants were originally purchased; or (i) to the Company for no value for cancellation in connection with the consummation of a Business Combination, (vii) in connection with the consummation of a Business Combination at prices no greater than the price at which the Warrants were originally purchased, (viii) in the event of the Company’s liquidation prior to its consummation of an initial Business Combination or (ix) in the event that, subsequent to the consummation of an initial Business Combination, the Company completes a liquidation, merger, capital stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their Common Stock for cash, securities or other property, in each case (except for clauses (vi), (viii) or (ix) 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”) or the trustee or legal guardian for such Permitted Transferee agrees to be bound by the transfer restrictions contained in this Agreement and any other applicable agreement the transferor is bound bybusiness combination.

Private Warrants and Working Capital Warrants. The Warrant Agent shall not register any transfer of Private Warrants or and the Working Capital Warrants until after shall be identical to the consummation Public Warrants, except that so long as they are held by the Company Sponsor or any of an initial Business Combinationits Permitted Transferees (as defined below), except for transfers the Private Warrants and the Working Capital Warrants: (i) among may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) shall be subject to the initial stockholders Lock-up (as defined below), and (iii) shall not be redeemable by the Company; provided, however, that in the case of (ii), the Private Warrants, the Working Capital Warrants and any shares of Common Stock held by the Sponsor or its Permitted Transferees and issued upon exercise of the Private Warrants and the Working Capital Warrants may be transferred by the holders thereof: (a) amongst the Sponsor and its affiliates, to the Company’s executive officers or the initial stockholders’ members, officers, directors, consultants or their affiliatesto any affiliate or family member of any of the Company’s executive officers or directors; (b) in the case of an entity, (ii) as a distribution to a holder’s its partners, stockholders or members upon its liquidation; (c) in the holder’s liquidation, in each case if the holder is of an entityindividual, (iiii) by bona fide gift to a member of the holdersuch person’s immediate family or to a trust, the beneficiary of which is the holder or a member of the holdersuch person’s immediate family, in each case for estate planning purposesan affiliate of such person or to a charitable organization, (ivii) by virtue of the laws of descent and distribution upon deathdeath of such person, (viii) pursuant to a qualified domestic relations order, ; (vid) by certain pledges to secure obligations incurred in connection with purchases of the Company’s securities; (e) through private sales or transfers made in connection with the consummation of the Company’s initial Business Combination at prices no greater than the price at which the Private Warrants were originally purchased; or (f) to the Company for no value for cancellation in connection with the consummation of a the Business Combination; provided, (vii) in connection with the consummation of a Business Combination at prices no greater than the price at which the Warrants were originally purchasedhowever, (viii) in the event of the Company’s liquidation prior to its consummation of an initial Business Combination or (ix) in the event that, subsequent to the consummation of an initial Business Combination, the Company completes a liquidation, merger, capital stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their Common Stock for cash, securities or other property, in each case (except for clauses clause (vif)), these transferees (viiithe “Permitted Transferees”) or (ix) or shall enter into a written agreement 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”) or the trustee or legal guardian for such Permitted Transferee agrees Company agreeing to be bound by the transfer restrictions contained agreed to by the original holder in this Agreement and any other applicable agreement connection with the transferor is bound bypurchase of the securities being transferred.

Private Warrants and Working Capital Warrants. The Warrant Agent shall not register any transfer of Private Warrants or and the Working Capital Warrants shall be identical to the Public Warrants, except that the Private Warrants and the Working Capital Warrants may not be transferred, assigned or sold until after the consummation by of the Company of an initial Business Combination; provided, except for transfers however, that the Private Warrants and the Working Capital Warrants and any Ordinary Shares held by the Sponsor or any of its Permitted Transferees (ias defined below), as applicable, and issued upon exercise of the Private Warrants and the Working Capital Warrants may be transferred by the holders thereof: (a) among the initial stockholders shareholders or to the Company’s or the initial stockholdersshareholders’ members, officers, directors, consultants or their affiliates, (iib) to a holder’s stockholders shareholders or members upon the holder’s liquidation, in each case if the holder is an entity, (iiic) by bona fide gift to a member of the holder’s immediate family or to a trust, the beneficiary of which is the holder or a member of the holder’s immediate family, in each case for estate planning purposes, , (ivd) by virtue of the laws of descent and distribution upon death, ; (ve) pursuant to a qualified domestic relations order, ; (vif) to the Company for no value for cancellation in connection with the consummation of a Business Combination, (viig) in connection with the consummation of a Business Combination at prices no greater than the price at which the Warrants were originally purchased, ; (viiih) in the event of the Company’s liquidation prior to its consummation of an initial Business Combination or Combination; or (ixi) in the event that, subsequent to the consummation of an initial Business Combinationbusiness combination, the Company completes a liquidation, merger, capital stock share exchange or other similar transaction which results in all of the Company’s stockholders shareholders having the right to exchange their Common Stock ordinary shares for cash, securities or other property, provided, however, that, in each the case (except for of clauses (via) through (e), (viiig) or (ixh), these transferees (the “Permitted Transferees”) or must enter into a written agreement 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”) or the trustee or legal guardian for such Permitted Transferee agrees Company agreeing to be bound by the transfer restrictions contained in this Agreement and any other applicable agreement the transferor is bound byAgreement.

Private Warrants and Working Capital Warrants. The Warrant Agent shall Private Warrants and Working Capital Warrants, if any, will be issued substantially in the same form as the Public Warrants but they (i) will not register any transfer of be redeemable by the Company and (ii) may be exercised for cash or on a cashless basis at the holder’s option, in either case as long as the Private Warrants or the Working Capital Warrants, as the case may be, are held by the initial purchasers or their affiliates and Permitted Transferees (as defined below). Once a Private Warrant or a Working Capital Warrant, as the case may be, is transferred to a holder other than an affiliate or a Permitted Transferee, it shall be treated as a Public Warrant hereunder for all purposes. The Private Warrants and the Working Capital Warrants until may not be sold, transferred, assigned, pledged or hypothecated, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of, the Private Warrants or the Working Capital Warrants, as the case may be (or any securities underlying the Private Warrants or the Working Capital Warrants) for a period of 30 days after the consummation by the Company of an initial merger, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses or entities (the “Business Combination, ”) except for transfers (i) among to the initial Company’s pre-Public Offering stockholders (including, to the extent the Company’s pre-Public Offering stockholders are entities, to such entity’s members, partners, stockholders or other equity holders), or to the Company’s or the initial stockholders’ members, officers, directors, consultants or their affiliatesadvisors and employees, (ii) transfers to a holderRegistered Holder’s stockholders or members upon the holder’s liquidation, in each case if the holder is an entityaffiliates, (iii) by bona fide gift to a member of the holderRegistered Holder’s (or Permitted Transferee’s (as defined below)) immediate family or to a trust, the beneficiary of which is the holder a Registered Holder (or Permitted Transferee) or a member of the holdera Registered Holder’s (or Permitted Transferee’s) immediate family, in each case for estate planning purposes, (iv) by virtue of the laws of descent and distribution upon death, (v) pursuant to a qualified domestic relations order, (vi) by certain pledges to the Company for no value for cancellation secure obligations incurred in connection with purchases of the consummation of a Business CombinationCompany’s securities, (vii) in connection with the consummation of a Business Combination by private sales at prices no greater than the price at which the Private Warrants or the Working Capital Warrants, as the case may be, were originally purchased, purchased or (viii) to the Company for cancellation in the event of the Company’s liquidation prior to its connection with consummation of an initial Business Combination or (ix) in the event that, subsequent to the consummation of an initial a Business Combination, the Company completes a liquidation, merger, capital stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their Common Stock for cash, securities or other property, in each case (except for clauses (vi), (clause viii) or (ix) or with where 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 permitted transferee (each, a the “Permitted Transferee”) or the trustee or legal guardian for such Permitted Transferee agrees to be bound by the terms of the transfer restrictions contained in this Agreement and any other applicable agreement the transferor is bound byrestrictions.

Private Warrants and Working Capital Warrants. The Warrant Agent shall not register any transfer of Private Warrants or Working Capital Warrants until after the consummation by the Company of an initial Business Combination, except for transfers (i) among the initial stockholders or transfers to the Company’s officers or the initial stockholders’ members, officers, directors, consultants any affiliates or their affiliatesfamily members of any of the Company’s officers or directors, any members of the Sponsor, or any affiliates of the Sponsor; (ii) to a holder’s stockholders or members upon in the holder’s liquidationcase of an individual, in each case if the holder is an entity, (iii) transfers by bona fide gift to a member of the holderindividual’s immediate family or family, to a trust, the beneficiary of which is the holder or a member of the holderindividual’s immediate familyfamily or an affiliate of such person, or to a charitable organization; (iii) in each the case for estate planning purposesof an individual, (iv) transfers by virtue of the laws of descent and distribution upon deathdeath of the individual; (iv) in the case of an individual, (v) transfers pursuant to a qualified domestic relations order, ; (viv) to the Company for no value for cancellation in connection with the consummation of a Business Combination, (vii) transfers by private sales or transfers made in connection with the consummation of a Business Combination at prices no greater than the price at which the Warrants securities were originally purchased, ; (viiivi) transfers by virtue of the laws of the Cayman Islands or the memorandum and articles of association of the Sponsor upon dissolution of the sponsor; (vii) transfers in the event of the Company’s liquidation prior to its the completion of the Company’s initial Business Combination; (viii) transfers to the Company for no value for cancellation in connection with the consummation of an its initial Business Combination or Combination; and (ix) transfers in the event that, subsequent to of the consummation Company’s completion of an initial Business Combination, the Company completes a liquidation, merger, capital stock share exchange or other similar transaction which results in all of the Company’s stockholders shareholders having the right to exchange their Common Stock Ordinary Shares for cash, securities or other property, in each case (except for clauses (vi), (viii) or (ix) or with property subsequent to the Company’s prior written consentcompletion of its initial Business Combination; provided, however, that in the case of clauses (i) through (viii), 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”) or the trustee or legal guardian for such Permitted Transferee agrees to be bound by the transfer restrictions contained in this Agreement section and any other applicable agreement the transferor is bound by.

Private Warrants and Working Capital Warrants. The Warrant Agent shall not register any transfer of Private Warrants or Working Capital Warrants until after the consummation by the Company of an initial Business Combination, except for transfers (i) among the initial stockholders shareholders or to the Company’s or the initial stockholdersshareholders’ members, officers, directors, consultants or their affiliates, (ii) to a holder’s stockholders shareholders or members upon the holder’s liquidation, in each case if the holder is an entity, (iii) by bona fide gift to a member of the holder’s immediate family or to a trust, the beneficiary of which is the holder or a member of the holder’s immediate family, in each case for estate planning purposes, (iv) by virtue of the laws of descent and distribution upon death, (v) pursuant to a qualified domestic relations order, (vi) to the Company for no value for cancellation in connection with the consummation of a Business Combination, (vii) in connection with the consummation of a Business Combination at prices no greater than the price at which the Warrants were originally purchased, (viii) in the event of the Company’s liquidation prior to its consummation of an initial Business Combination or (ix) in the event that, subsequent to the consummation of an initial Business Combination, the Company completes a liquidation, merger, capital stock share exchange or other similar transaction which results in all of the Company’s stockholders shareholders having the right to exchange their Common Stock Class A ordinary shares for cash, securities or other property, in each case (except for clauses (vi), (viii) or (ix) 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”) or the trustee or legal guardian for such Permitted Transferee agrees to be bound by the transfer restrictions contained in this Agreement and any other applicable agreement the transferor is bound by.

Private Warrants and Working Capital Warrants. The Warrant Agent shall not register any transfer of Private Warrants or Working Capital Warrants until after the consummation by the Company of an initial Business Combination, except for transfers (i) among the initial stockholders or (x) in the case of Jefferies, to Jefferies’ affiliates, or any investment fund or other entity controlled or managed by Jefferies, or to any investment manager or investment advisor of Jefferies or an affiliate of any such investment manager or investment advisor or to any investment fund or other entity controlled or managed by such persons and (y) to the Company’s or the initial stockholders’ members, officers, directors, consultants or their affiliates, any affiliate of Jefferies or any employee of Jefferies, or any member of Jefferies or any affiliate of such member, (ii) to a holder’s stockholders or members upon the holder’s liquidation, in each case if the holder is an entity, (iii) by bona fide gift to a member of the holder’s immediate family or to a trust, the beneficiary of which is the holder or a member of the holder’s immediate family, in each case for estate planning purposes, (iv) by virtue of the laws of descent and distribution upon death, (v) pursuant to a qualified domestic relations order, (vi) to the Company for no value for cancellation in connection with the consummation of a Business Combination, (vii) in connection with the consummation of a Business Combination at prices no greater than the price at which the Warrants were originally purchased, (viii) in the event of the Company’s liquidation prior to its consummation of an initial Business Combination or (ix) in the event that, subsequent to the consummation of an initial Business Combination, the Company completes a liquidation, merger, capital stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their Common Stock Ordinary Shares for cash, securities or other property, in each case (except for clauses (vi), (viii) or (ix) 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”) or the trustee or legal guardian for such Permitted Transferee agrees to be bound by the transfer restrictions contained in this Agreement and any other applicable agreement the transferor is bound by.

Private Warrants and Working Capital Warrants. The Warrant Agent shall not register any transfer of Private Warrants or Working Capital Warrants until 30 days after the consummation by the Company of an initial Business Combination, except for transfers (i) among the initial stockholders shareholders or to the initial shareholders’ or the Company’s or the initial stockholders’ members, officers, directors, consultants or their affiliates, (ii) to a holder’s stockholders shareholders or members upon the holder’s liquidation, in each case if the holder is an entity, (iii) by bona fide gift to a member of the holder’s immediate family or to a trust, the beneficiary of which is the holder or a member of the holder’s immediate family, in each case for estate planning purposes, (iv) by virtue of the laws of descent and distribution upon death, (v) pursuant to a qualified domestic relations order, (vi) to the Company for no value for cancellation in connection with the consummation of a Business Combination, (vii) in connection with the consummation of a Business Combination by private sales at prices no greater than the price at which the Private Warrants were originally purchased, (viii) in the event of the Company’s liquidation prior to its consummation of an initial Business Combination or (ix) in the event that, subsequent to the consummation of an initial Business Combination, the Company completes a liquidation, merger, capital stock share exchange or other similar transaction which results in all of the Company’s stockholders shareholders having the right to exchange their shares of Class A Common Stock for cash, securities or other property, in each case (except for clauses (vi), (viii) or (ix) 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”) or the trustee or legal guardian for such Permitted Transferee transferee agrees to be bound by the transfer restrictions contained in this Agreement section and any other applicable agreement the transferor is bound by.

Private Warrants and Working Capital Warrants. The Warrant Agent shall not register any transfer of Private Warrants or Working Capital Warrants until after the consummation by the Company of an initial Business Combination, except for transfers (i) among the initial stockholders or (x) in the case of the Representatives, to Representatives’ affiliates, or any investment fund or other entity controlled or managed by the Representatives, or to any investment manager or investment advisor of the Representatives or an affiliate of any such investment manager or investment advisor or to any investment fund or other entity controlled or managed by such persons and (y) to the Company’s or the initial stockholders’ members, officers, directors, consultants or their affiliates, any affiliate of the Representatives or any employee of the Representatives, or any member of the Representatives or any affiliate of such member, (ii) to a holder’s stockholders or members upon the holder’s liquidation, in each case if the holder is an entity, (iii) by bona fide gift to a member of the holder’s immediate family or to a trust, the beneficiary of which is the holder or a member of the holder’s immediate family, in each case for estate planning purposes, (iv) by virtue of the laws of descent and distribution upon death, (v) pursuant to a qualified domestic relations order, (vi) to the Company for no value for cancellation in connection with the consummation of a Business Combination, (vii) in connection with the consummation of a Business Combination at prices no greater than the price at which the Warrants were originally purchased, (viii) in the event of the Company’s liquidation prior to its consummation of an initial Business Combination or (ix) in the event that, subsequent to the consummation of an initial Business Combination, the Company completes a liquidation, merger, capital stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their Common Stock Ordinary Shares for cash, securities or other property, in each case (except for clauses (vi), (viii) or (ix) 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”) or the trustee or legal guardian for such Permitted Transferee agrees to be bound by the transfer restrictions contained in this Agreement and any other applicable agreement the transferor is bound by.

Private Warrants and Working Capital Warrants. The Warrant Agent shall not register any transfer of Private Warrants or Working Capital Warrants until after the consummation by the Company of an initial Business Combination, except for transfers (ia) among the initial stockholders or to the Company’s or the initial stockholders’ members, officers, officers or directors, consultants any affiliates or their affiliatesfamily members of any of the Company’s initial stockholders, officers or directors, any members of the Company’s sponsor, or any affiliates of the sponsor; (iib) to a holder’s stockholders or members upon in the holder’s liquidationcase of an individual, in each case if the holder is an entity, (iii) by bona fide gift to a member of one of the holdermembers of the individual’s immediate family or to a trust, the beneficiary of which is the holder or a member of one of the holderindividual’s immediate family, an affiliate of such person or to a charitable organization; (c) in each the case for estate planning purposesof an individual, (iv) by virtue of the laws of descent and distribution upon deathdeath of the individual; (d) in the case of an individual, (v) pursuant to a qualified domestic relations order, ; (vie) to the Company for no value for cancellation in connection with the consummation of a Business Combination, (vii) by private sales or transfers made in connection with the consummation of a Business Combination at prices no greater than the price at which the Private Warrants were originally purchased, ; (viiif) in the event of the Company’s liquidation prior to its consummation of an initial Business Combination or (ix) in the event that, subsequent to the consummation completion of an initial Business Combination; (g) by virtue of the laws of Delaware or Adit EdTech Sponsor, LLC’s limited liability company agreement upon dissolution of Adit EdTech Sponsor, LLC; or (h) in the Company completes event of the Company’s completion of a liquidation, merger, capital stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their Common Stock shares of common stock for cash, securities or other propertyproperty subsequent to the Company’s completion of an initial Business Combination, in each case (except for clauses (vi), f) through (viii) or (ixh) 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”) or the trustee or legal guardian for such Permitted Transferee transferee agrees to be bound by the transfer restrictions contained in this Agreement section and any other applicable agreement the transferor is bound by.

Private Warrants and Working Capital Warrants. The Warrant Agent shall not register any transfer of Private Warrants or Working Capital Warrants until after the consummation by the Company of an initial Business Combination, except for transfers (i) among the initial stockholders or (x) in the case of Tiger Brokers, to Tiger Brokers’ affiliates, or any investment fund or other entity controlled or managed by Tiger Brokers, or to any investment manager or investment advisor of Tiger Brokers or an affiliate of any such investment manager or investment advisor or to any investment fund or other entity controlled or managed by such persons and (y) to the Company’s or the initial stockholders’ members, officers, directors, consultants or their affiliates, any affiliate of Tiger Brokers or any employee of Tiger Brokers, or any member of Tiger Brokers or any affiliate of such member, (ii) to a holder’s stockholders or members upon the holder’s liquidation, in each case if the holder is an entity, (iii) by bona fide gift to a member of the holder’s immediate family or to a trust, the beneficiary of which is the holder or a member of the holder’s immediate family, in each case for estate planning purposes, (iv) by virtue of the laws of descent and distribution upon death, (v) pursuant to a qualified domestic relations order, (vi) to the Company for no value for cancellation in connection with the consummation of a Business Combination, (vii) in connection with the consummation of a Business Combination at prices no greater than the price at which the Warrants were originally purchased, (viii) in the event of the Company’s liquidation prior to its consummation of an initial Business Combination or (ix) in the event that, subsequent to the consummation of an initial Business Combination, the Company completes a liquidation, merger, capital stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their Common Stock Ordinary Shares for cash, securities or other property, in each case (except for clauses (vi), (viii) or (ix) 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”) or the trustee or legal guardian for such Permitted Transferee agrees to be bound by the transfer restrictions contained in this Agreement and any other applicable agreement the transferor is bound by.

Private Warrants and Working Capital Warrants. The Warrant Agent shall not register any transfer of Private Warrants or and 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 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 be transferred, assigned or sold until after the consummation completion by the Company of an initial Business CombinationCombination (as defined below), except for transfers and (iiii) among shall not be redeemable by the initial stockholders Company; provided, however, that in the case of (ii), the Private Warrants and Working Capital Warrants and any shares of Common Stock held by the Sponsor or any of its Permitted Transferees, and issued upon exercise of the Private Warrants and Working Capital Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliates or family members of any of the initial stockholders’ membersCompany’s officers or directors, any affiliate of the Sponsor, or to any members of the Sponsor or any of its affiliates, officers, directorsdirectors and direct and indirect equityholders; (b) in the case of an individual, consultants or their affiliates, (ii) to a holder’s stockholders or members upon the holder’s liquidation, in each case if the holder is an entity, (iii) by bona fide gift to a member of the holderindividual’s immediate family or family, to a trust, the beneficiary of which is the holder or a member of the holderindividual’s immediate family, or an affiliate of such person, or to a charitable organization; (c) in each the case for estate planning purposesof an individual, (iv) by virtue of the laws of descent and distribution upon deathdeath of such individual; (d) in the case of an individual, (v) pursuant to a qualified domestic relations order, ; (vie) to the Company for no value for cancellation by private sales or transfers made in connection with the consummation of a Business Combination, (vii) in connection with the consummation of a Company’s initial Business Combination at prices no greater than the price at which the Warrants were originally purchased, ; (viiif) in the event of the Company’s liquidation prior to its consummation of an initial Business Combination or (ix) in the event that, subsequent to the consummation of an initial Business Combination, the Company completes a liquidation, merger, capital stock exchange or other similar transaction which results in all completion of the Company’s stockholders having initial Business Combination; or (g) by virtue of the right to exchange their Common Stock for cashlaws of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; provided, securities or other propertyhowever, that, in each the case (except for of clauses (via) through (e), (viii) or (ix) or with g), these transferees (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 TransfereeTransferees”) or the trustee or legal guardian for such Permitted Transferee agrees must enter into a written agreement agreeing to be bound by the transfer restrictions contained in this Agreement and any other applicable agreement the transferor is bound byAgreement.

Private Warrants and Working Capital Warrants. The Warrant Agent shall not register any transfer of Private Warrants or Working Capital Warrants until after the consummation by the Company of an initial Business Combination, except for transfers (i) among the initial stockholders or to the Company’s or the initial stockholders’ members, officers, directors, consultants or their affiliates, (ii) to a holder’s stockholders or members upon the holder’s liquidation, in each case if the holder is an entity, (iii) by bona fide gift to a member of the holder’s immediate family or to a trust, the beneficiary of which is the holder or a member of the holder’s immediate family, in each case for estate planning purposes, (iv) by virtue of the laws of descent and distribution upon death, (v) pursuant to a qualified domestic relations order, (vi) to the Company for no value for cancellation in connection with the consummation of a Business Combination, (vii) in connection with the consummation of a Business Combination at prices no greater than the price at which the Warrants were originally purchased, (viii) in the event of the Company’s liquidation prior to its consummation of an initial Business Combination or (ix) in the event that, subsequent to the consummation of an initial Business Combination, the Company completes a liquidation, merger, capital stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their Common Stock Ordinary Share for cash, securities or other property, in each case (except for clauses (vi), (viii) or (ix) 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”) or the trustee or legal guardian for such Permitted Transferee agrees to be bound by the transfer restrictions contained in this Agreement and any other applicable agreement the transferor is bound by.

Private Warrants and Working Capital Warrants. The Warrant Agent shall not register any transfer of Private Warrants or Working Capital Warrants until after the consummation by the Company of an initial Business Combination, except for transfers (i) among the initial stockholders or (x) in the case of Jefferies, to Jefferies’ affiliates, or any investment fund or other entity controlled or managed by Jefferies, or to any investment manager or investment advisor of Jefferies or an affiliate of any such investment manager or investment advisor orto any investment fund or other entity controlled or managed by such persons and (y) to the Company’s or the initial stockholders’ members, officers, directors, consultants or their affiliates,any affiliate of Jefferies or any employee of Jefferies, or any member of Jefferies or any affiliate of such member, (ii) to a holder’s stockholders or members upon the holder’s liquidation, in each case if the holder is an entity, (iii) by bona fide gift to a member of the holder’s immediate family or to a trust, the beneficiary of which is the holder or a member of the holder’s immediate family, in each case for estate planning purposes, (iv) by virtue of the laws of descent and distribution upon death, (v) pursuant to a qualified domestic relations order, (vi) to the Company for no value for cancellation in connection with the consummation of a Business Combination, (vii) in connection with the consummation of a Business Combination at prices no greater than the price at which the Warrants were originally purchased, (viii) in the event of the Company’s liquidation prior to its consummation of an initial Business Combination or (ix) in the event that, subsequent to the consummation of an initial Business Combination, the Company completes a liquidation, merger, capital stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their Common Stock Ordinary Shares for cash, securities or other property, in each case (except for clauses (vi), (viii) or (ix) 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”) or the trustee or legal guardian for such Permitted Transferee agrees to be bound by the transfer restrictions contained in this Agreement and any other applicable agreement the transferor is bound by.

Private Warrants and Working Capital Warrants. The Warrant Agent shall not register any transfer of Private Warrants or Working Capital Warrants until after the consummation by the Company of an initial Business Combination, except for transfers (i) among the initial stockholders shareholders or to the Company’s or the initial stockholdersshareholders’ members, officers, directors, consultants or their affiliates, (ii) to a holder’s stockholders shareholders or members upon the holder’s liquidation, in each case if the holder is an entity, (iii) by bona fide gift to a member of the holder’s immediate family or to a trust, the beneficiary of which is the holder or a member of the holder’s immediate family, in each case for estate planning purposes, (iv) by virtue of the laws of descent and distribution upon death, (v) pursuant to a qualified domestic relations order, (vi) to the Company for no value for cancellation in connection with the consummation of a Business Combination, (vii) in connection with the consummation of a Business Combination at prices no greater than the price at which the Warrants were originally purchased, (viii) in the event of the Company’s liquidation prior to its consummation of an initial Business Combination or (ix) in the event that, subsequent to the consummation of an initial Business Combination, the Company completes a liquidation, merger, capital stock shares exchange or other similar transaction which results in all of the Company’s stockholders shareholders having the right to exchange their Common Stock Class A Ordinary Shares for cash, securities or other property, in each case (except for clauses (vi), (viii) or (ix) 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”) or the trustee or legal guardian for such Permitted Transferee agrees to be bound by the transfer restrictions contained in this Agreement and any other applicable agreement the transferor is bound by.

Private Warrants and Working Capital Warrants. The Warrant Agent shall not register any transfer of Private Warrants or Working Capital Warrants until after the consummation by the Company of an initial Business Combination, except for transfers (i) among the initial stockholders or to the Company’s or the initial stockholders’ members, officers, directors, consultants or their affiliates, (ii) to a holder’s stockholders or members upon the holder’s liquidation, in each case if the holder is an entity, (iii) by bona fide gift to a member of the holder’s immediate family or to a trust, the beneficiary of which is the holder or a member of the holder’s immediate family, in each case for estate planning purposes, (iv) by virtue of the laws of descent and distribution upon death, (v) pursuant to a qualified domestic relations order, (vi) to the Company for no value for cancellation in connection with the consummation of a the Company’s initial Business Combination, (vii) in connection with the consummation of a Business Combination at prices a price no greater than the price at which the Warrants were originally purchased, (viii) in the event of the Company’s liquidation prior to its consummation of an initial Business Combination or (ix) in the event that, subsequent to the consummation of an initial Business Combination, the Company completes a liquidation, merger, capital stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their Common Stock for cash, securities or other property, in each case (except for clauses (vi), (viii) or (ix) 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”) or the trustee or legal guardian for such Permitted Transferee agrees to be bound by the transfer restrictions contained in this Agreement and any other applicable agreement the transferor is bound by.

Private Warrants and Working Capital Warrants. The Warrant Agent shall not register any transfer of Private Warrants or Working Capital Warrants until 30 days from and after the consummation by Closing Date (as defined in the Company of an initial Business CombinationMerger Agreement), except for transfers (i) among the initial stockholders shareholders or to the initial shareholders’ or the Company’s or the initial stockholders’ members, officers, directors, consultants or their affiliates, (ii) to a holder’s stockholders shareholders or members upon the holder’s liquidation, in each case if the holder is an entity, (iii) by bona fide gift to a member of the holder’s immediate family or to a trust, the beneficiary of which is the holder or a member of the holder’s immediate family, in each case for estate planning purposes, (iv) by virtue of the laws of descent and distribution upon death, (v) pursuant to a qualified domestic relations order, (vi) to the Company for no value for cancellation in connection with the consummation of a Business Combinationthe Transactions, (vii) in connection with the consummation of a Business Combination the Transactions by private sales at prices no greater than the price at which the Private Warrants were originally purchased, (viii) in the event of the Company’s liquidation prior to its consummation of an initial Business Combination the Transactions or (ix) in the event that, subsequent to the consummation of an initial Business Combinationthe Transactions, the Company completes a liquidation, merger, capital stock share exchange or other similar transaction which results in all of the Company’s stockholders shareholders having the right to exchange their Common Stock Shares for cash, securities or other property, in each case (except for clauses (vi), (viii) or (ix) 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”) or the trustee or legal guardian for such Permitted Transferee transferee agrees to be bound by the transfer restrictions contained in this Agreement section and any other applicable agreement the transferor is bound by.

Private Warrants and Working Capital Warrants. The Warrant Agent shall not register any transfer of Private Warrants or and the Working Capital Warrants shall be identical to the Public Warrants, except that the Private Warrants and the Working Capital Warrants may not be transferred, assigned or sold until (1) with respect to 50% of the Private Warrants and the Working Capital Warrants, the earlier of six months after the date of the consummation by of the Company Company’s initial Business Combination and the date on which the closing price of an the Ordinary Shares equals or exceeds $12.50 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after the initial Business Combination and (2) with respect to the remaining 50% of the Private Warrants and the Working Capital Warrants, six (6) months after the date of the consummation of the initial Business Combination; provided, except for transfers however, that the Private Warrants and the Working Capital Warrants and any Ordinary Shares held by the Sponsor or any of its Permitted Transferees, as applicable, and issued upon exercise of the Private Warrants and the Working Capital Warrants may be transferred by the holders thereof: (ia) among the initial stockholders shareholders or to the Company’s or the initial stockholdersshareholders’ members, officers, directors, consultants or their affiliates, (iib) to a holder’s stockholders shareholders or members upon the holder’s liquidation, in each case if the holder is an entity, (iiic) by bona fide gift to a member of the holder’s immediate family or to a trust, the beneficiary of which is the holder or a member of the holder’s immediate family, in each case for estate planning purposes, , (ivd) by virtue of the laws of descent and distribution upon death, ; (ve) pursuant to a qualified domestic relations order, ; (vif) to the Company for no value for cancellation in connection with the consummation of a Business Combination, (viig) in connection with the consummation of a Business Combination at prices no greater than the price at which the Warrants were originally purchased, ; (viiih) in the event of the Company’s liquidation prior to its consummation of an initial Business Combination or Combination; or (ixi) in the event that, subsequent to the consummation of an initial Business Combinationbusiness combination, the Company completes a liquidation, merger, capital stock share exchange or other similar transaction which results in all of the Company’s stockholders shareholders having the right to exchange their Common Stock ordinary shares for cash, securities or other property, provided, however, that, in each the case (except for of clauses (via) through (e), (viiig) or (ixh), these transferees (the “Permitted Transferees”) or must enter into a written agreement 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”) or the trustee or legal guardian for such Permitted Transferee agrees Company agreeing to be bound by the transfer restrictions contained in this Agreement and any other applicable agreement the transferor is bound byAgreement.

Private Warrants and Working Capital Warrants. The Warrant Agent shall not register any transfer of Private Warrants or Working Capital Warrants until at least thirty (30) days after the consummation by of the Company of an Company’s initial Business Combination, except for transfers (i) among the initial stockholders or to the Company’s officers or the initial stockholders’ members, officers, directors, consultants any affiliates or their affiliatesfamily members of any of the Company’s officers or directors, any members of the Sponsor, or any affiliates of the Sponsor, (ii) to a holder’s stockholders or members upon in the holder’s liquidationcase of an individual, in each case if the holder is an entity, (iii) by bona fide gift to a member of one of the holdermembers of the individual’s immediate family or to a trust, the beneficiary of which is the holder or a member of one of the holderindividual’s immediate family, in each case for estate planning purposesan affiliate of such person or to a charitable organization, (iviii) in the case of an individual, by virtue of the laws of descent and distribution upon deathdeath of any of the Company’s officers, directors, the initial shareholders or members of the Sponsor, (viv) in the case of individual, pursuant to a qualified domestic relations order, (viv) to the Company for no value for cancellation by private sales or transfers made in connection with the consummation of a Business Combination, (vii) in connection with the consummation of a an initial Business Combination at prices no greater than the price at which the Warrants securities were originally purchased, (viiivi) in the event of connection with the Company’s liquidation prior to its consummation of an initial Business Combination or (ix) in the event that, subsequent to the consummation of an the Company’s initial Business Combination, (vii) by virtue of the Company completes a laws of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor, or (viii) in connection with the Company’s liquidation, merger, capital stock exchange exchange, reorganization or other similar transaction which results in all of the Company’s stockholders shareholders having the right to exchange their Common Stock shares for cash, securities or other propertyproperty subsequent to the consummation of the Company’s initial Business Combination, in each case (except for clauses (vi), ) and (viii) or (ix) 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, each a “Permitted Transferee”) or the trustee or legal guardian for such Permitted Transferee agrees to be bound by the transfer restrictions contained in this Agreement and any other applicable agreement the transferor is bound by.