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

Private Warrants and Working Capital Warrants. The Private Warrants and Working Capital Warrants will be issued in the same form as the Public Warrants except that they 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 combination, the Private Warrants and Working Capital Warrants may only be transferred by the holders thereof: (i) to the Company’s officers, directors or their respective affiliates (including for transfers to an entity’s members upon its liquidation), (ii) to relatives and trusts for estate planning purposes, (iii) by virtue of the laws of descent and distribution upon death, (iv) pursuant to a qualified domestic relations order, (v) by certain pledges to secure obligations incurred in connection with purchases of our securities, (vi) 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 or (vii) to the Company for no value for cancellation in connection with the consummation of the Business Combination, in each case, except for clause (vii), on the condition that such transfers may be implemented only upon the respective transferee’s written agreement to be bound by the terms and conditions of this Agreement.

Private Warrants and Working Capital Warrants. The 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 be redeemable by the Company, in either case as long as the Private Warrants or Working Capital 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 combination, the Private Warrants and Working Capital Warrants may only be transferred by the holders thereof: (i) to the Company’s officers, directors or their respective affiliates (including for transfers to an entity’s members upon its liquidation), (ii) to relatives and trusts for estate planning purposes, (iii) by virtue of the laws of descent and distribution upon death, (iv) pursuant to a qualified domestic relations order, (v) by certain pledges to secure obligations incurred in connection with purchases of our securities, (vi) 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 or (vii) to the Company for no value for cancellation in connection with the consummation of the Business Combination, in each case, except for clause (vii), on the condition that such transfers may be implemented only upon the respective transferee’s written agreement to be bound by the terms and conditions of this Agreement.