Common use of Private Warrants Clause in Contracts

Private Warrants. 2.6.1 The Private Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below), the Private 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 completion by the Company of an initial Business Combination (as defined below), and (iii) shall not be redeemable by the Company; provided, however, that in the case of (ii), the Private 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 may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any member(s) of the Sponsor or any affiliates of the Sponsor; (b) in the case of an individual, by gift to a member of the individual’s immediate family, to a trust, the beneficiary of which is a member of the individual’s immediate family, or an affiliate of such person, or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with the consummation of the Company’s initial Business Combination at prices no greater than the price at which the Warrants were originally purchased; (f) in the event of the Company’s liquidation prior to the completion of the Company’s initial Business 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; (h) to the Forward Purchaser and Forward Transferees (each as defined in the Registration Statement); or (i) in the event of the Company’s liquidation, merger, capital stock 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 subsequent to the completion of the Company’s initial Business Combination; provided, however, that, in the case of clauses (a) through (e) and (h), these transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Private Warrants. 2.6.1 The Private Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below), ) the Private 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 completion by the Company of an initial Business Combination (as defined below), and (iii) shall not be redeemable by the Company; provided, however, that in the case of (ii), the Private Warrants and any shares of Common Stock held by the members of the Sponsor or any of its Permitted Transferees and issued upon exercise of the Private 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 Company’s officers or directors, any member(s) of the Sponsor or any affiliates of the Sponsor; (b) in the case of an individual, by gift to a member of the individualsuch person’s immediate family, family or to a trust, the beneficiary of which is a member of the individualsuch person’s immediate family, or an affiliate of such person, person or to a charitable organization;, (b) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors or any member of the Sponsor, or any affiliate of the Sponsor or its members, (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of the individual;such person, (d) in the case of an individual, pursuant to a qualified domestic relations order;, (e) by 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 Warrants were originally purchased;, or (f) in the event of the Company’s liquidation prior to the completion of the Company’s initial Business 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; (h) to the Forward Purchaser and Forward Transferees (each as defined in the Registration Statement); or (i) in the event of the Company’s liquidation, merger, capital stock 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 subsequent to the completion of the Company’s initial Business Combination; provided, however, that, in the case of clauses (a) through (e) and (h), these transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Private Warrants. 2.6.1 The Private Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor Founders or any of its their respective Permitted Transferees (as defined below), ) the Private Warrants: (i) may be exercised for cash or on a “cashless basis, ,” pursuant to subsection 3.3.1(c3.3.1(b) hereof, (ii) including the shares of Class A Common Stock issuable upon exercise of the Private Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination (as defined below)Combination, and (iii) shall not be redeemable by the CompanyCompany pursuant to Section 6.1 hereof, and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of clause (ii), the Private Warrants and any shares of Class A Common Stock held by the Sponsor Founders or any of its their Permitted Transferees and that are issued upon exercise of the Private 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 Company’s officers or directors, any affiliate of the Sponsor or any employees of such affiliates, or to any member(s) of the Sponsor or any affiliates of the Sponsorsuch members; (b) in the case of an individual, by gift to a member of the such individual’s immediate family, family or to a trust, the beneficiary of which is a member of the such individual’s immediate family, or an affiliate of such person, individual or to a charitable organization; (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of the such individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with the consummation of the Company’s an initial Business Combination at prices no greater than the price at which the Warrants securities were originally purchased; (f) in the event of the Company’s liquidation prior to the completion consummation of the Company’s initial Business Combination; (g) by virtue of the laws of the state State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; (h) as distributions to the Forward Purchaser and Forward Transferees (each as defined in the Registration Statement); ordirect or indirect members of a Founder; (i) to the Company for no value for cancellation in connection with the completion of its initial Business Combination; (j) in the event of the Company’s liquidation, merger, capital stock exchange, reorganization or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Class A Common Stock for cash, securities or other property subsequent to the Company’s completion of the Company’s its initial Business Combination; or (k) in the case of any Underwriter, to any affiliate of or entity controlled by such Underwriter; provided, however, that, in the each case of (except for clauses (a) through (e) and (hf), these transferees (i) or (j) or with the prior written consent of the Company) prior to such registration for transfer, the Warrant Agent shall be presented with written documentation pursuant to which any such transferee (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Private Warrants. 2.6.1 The Private Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor Sponsor, the Midco Equityholders or any of its their Permitted Transferees (as defined below), as applicable, the Private 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 completion by the Company of an initial the Business Combination (as defined below)Combination, and (iii) shall not be redeemable by the CompanyCompany pursuant to Section 6.1 hereof; provided, however, that in the case of (ii), the Private Warrants and any shares of Common Stock held by the Sponsor Sponsor, the Midco Equityholders or any of its their Permitted Transferees and issued upon exercise of the Private 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 Company’s officers or directors, any member(s) members of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates, the Midco Equityholders or any of their affiliates or family members; (b) in the case of an individual, by gift to a member of one of the members of the individual’s immediate family, family or to a trust, the beneficiary of which is a member of one of the individual’s immediate family, or an affiliate of such person, person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with the consummation of the Company’s initial Business Combination at prices no greater than the price at which the Warrants were originally purchased; (f) in the event of the Company’s liquidation prior to the completion of the Company’s initial Business 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; (h) to the Forward Purchaser and Forward Transferees (each as defined in the Registration Statement); or (if) in the event of the Company’s liquidation, merger, capital stock 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 common stock for cash, securities or other property subsequent to the completion of the Company’s initial Business Combinationproperty; provided, however, that, that in the case of clauses (a) through (e) and (hd), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the these transfer restrictions in this Agreementrestrictions.

Private Warrants. 2.6.1 The Private Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below), the Private 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 completion by the Company of an initial Business Combination (as defined below), and (iii) shall not be redeemable by the Company; provided, however, that in the case of (ii), the Private 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 such 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 Company’s officers or directors, any member(s) of the Sponsor or any affiliates of the Sponsor; (b) in the case of an individual, by as gift to a member of the individualsuch person’s immediate family, family or to a trust, the beneficiary of which is a member of the individualsuch person’s immediate family, or an affiliate of such person, person or to a charitable organization; (b) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors, any affiliate of the Sponsor, to any member(s) of the Sponsor or any of their affiliates; (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of the individualsuch person; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by virtue of the laws of the state of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; (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 the Warrants were originally purchased; (fg) in the event of the Company’s liquidation prior to the completion consummation of the Company’s initial Business 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; (h) to the Forward Purchaser and Forward Transferees (each as defined in the Registration Statement); or (i) in the event that, subsequent to the consummation of the Company’s liquidationinitial Business Combination, the Company consummates a merger, capital stock exchange, reorganization or other similar transaction which that results in all of the holders of the Company’s stockholders equity securities issued in the Offering having the right to exchange their shares of Common Stock for cash, securities or other property subsequent to the completion of property; or (i) in connection with the Company’s initial Business CombinationCombination with the Company’s consent to any third party; provided, however, that, in the case of clauses (a) through (ed), (f) and (hi), these transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Private Warrants. 2.6.1 The Warrant Agent shall not register any transfer of Private Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below), the Private 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 completion consummation by the Company of an initial Business Combination (as defined below)Combination, and (iii) shall not be redeemable by the Company; provided, however, that except for transfers in the each case of (ii), the Private 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 may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any member(s) members of the Sponsor Sponsors, or any affiliates of the Sponsor; Sponsors, (b) in the case of an individual, by gift to a member of one of the members of the individual’s immediate family, family or to a trust, the beneficiary of which is a member of one of the individual’s immediate family, or an affiliate of such person, person or to a charitable organization; ; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of any of the individual; Company’s officers, directors, the initial stockholders or members of the Sponsors; (d) in the case of an individual, pursuant to a qualified domestic relations order; ; (e) by private sales or transfers made in connection with the consummation of the Company’s an initial Business Combination at prices no greater than the price at which the Warrants securities were originally purchased; ; (f) in the event of the Company’s liquidation prior to the completion of the Company’s initial Business Combination; ; (g) by virtue of the laws of the state of Delaware or the Sponsor’s limited liability company agreement of any Sponsor investor upon dissolution of the Sponsor; such Sponsor investor; or (h) to the Forward Purchaser and Forward Transferees (each as defined in the Registration Statement); or (i) in the event of the Company’s liquidation, merger, capital stock 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 subsequent to the Company’s completion of the Company’s initial Business Combination; provided, however, that, that in the case of clauses (a) through (e) and or (hg), these transferees each transferee (the “Permitted TransfereesTransferee”) must enter into a written agreement with the Company agreeing to be bound by the these transfer restrictions contained in this Agreementsection and any other applicable agreement the transferor is bound by.

Private Warrants. 2.6.1 The Private Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor Founders or any of its their respective Permitted Transferees (as defined below), ) the Private Warrants: (i) may be exercised for cash or on a “cashless basis, ,” pursuant to subsection 3.3.1(c3.3.1(b) hereof, (ii) including the shares of Class A Common Stock issuable upon exercise of the Private Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination (as defined below)Combination, and (iii) shall not be redeemable by the CompanyCompany pursuant to Section 6.1 hereof, and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of clause (ii), the Private Warrants and any shares of Class A Common Stock held by the Sponsor Founders or any of its their Permitted Transferees and that are issued upon exercise of the Private 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 Company’s officers or directors, any affiliate of the Sponsor or any employees of such affiliates, or to any member(s) of the Sponsor or any affiliates of the Sponsorsuch members; (b) in the case of an individual, by gift to a member of the such individual’s immediate family, family or to a trust, the beneficiary of which is a member of the such individual’s immediate family, or an affiliate of such person, individual or to a charitable organization; (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of the such individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with the consummation of the Company’s an initial Business Combination at prices no greater than the price at which the Warrants securities were originally purchased; (f) in the event of the Company’s liquidation prior to the completion consummation of the Company’s initial Business Combination; (g) by virtue of the laws of the state State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; (h) as distributions to the Forward Purchaser and Forward Transferees (each as defined in the Registration Statement); ordirect or indirect members of a Founder; (i) to the Company for no value for cancellation in connection with the completion of its initial Business Combination; (j) in the event of the Company’s liquidation, merger, capital stock exchange, reorganization or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Class A Common Stock for cash, securities or other property subsequent to the Company’s completion of the Company’s its initial Business Combination; provided, however, that, or (k) in the case of clauses (a) through (e) and (h)any Underwriter, these transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound any affiliate of or entity controlled by the transfer restrictions in this Agreement.such Underwriter;

Private Warrants. 2.6.1 The Private Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor an Investor or any of its Permitted Transferees (as defined below), as applicable, the Private 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 completion by the Company of an initial Business Combination (as defined below)Effective Date, and (iii) shall not be redeemable by the Company; provided, however, that that, in the case of (ii), the Private Warrants and any shares of Common Stock Ordinary Shares held by the Sponsor an Investor or any of its Permitted Transferees Transferees, as applicable, and issued upon exercise of the Private Warrants Warrants, may be transferred by the holders thereof: (a) to the Company’s Investors’ officers or directors, any affiliates affiliate or family members member of any of the Company’s Investors; officers or directors, any affiliate of an Investor or to any member(s) of the Sponsor an Investor or any affiliates of the Sponsortheir affiliates, officers, directors and direct and indirect equity holders; (b) in the case of an individual, by gift to a member of the such individual’s immediate family, family or to a trust, the beneficiary of which is a member of the such individual’s immediate family, or an affiliate of such person, individual or to a charitable organization; (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of the individualsuch person; (d) in the case of an individual, pursuant to a qualified domestic relations order;; or (e) by 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 Warrants were originally purchased; (f) in the event of the Company’s liquidation prior to the completion of the Company’s initial Business 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; (h) to the Forward Purchaser and Forward Transferees (each as defined in the Registration Statement); or (i) in the event of the Company’s liquidation, merger, capital stock 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 subsequent to the completion of the Company’s initial Business Combination; provided, however, that, in the each case of clauses (a) through (e) and (h), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement and the Investors’ Rights Agreement, dated on or about the date hereof, by and among the Company and the other parties thereto (the “IRA”); provided, further, that any transfers under clauses (a) through (e) shall be subject to the IRA. Following the transfer of a Private Warrant to a Permitted Transferee pursuant to this Section 2.5, each such Private Warrant shall become a warrant which may be publicly traded through the Depositary (subject, always, to the provisions of Section 2.3.1 above) (a “Public Warrant”), provided, that, no such Private Warrant shall become a Public Warrant until such Warrant has been registered as such with the U.S. Securities and Exchange Commission (the “Commission”) in the Company’s Form F-1 registration statement or such other registration statement available thereto, as set forth in Section 7.4 herein and Section 12 in the relevant Subscription Agreement (the date of effect of such transfer pursuant to the preceding sentence, in respect of each such Warrant, the “Transfer Date”).

Private Warrants. 2.6.1 The Private 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: (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 completion by Pubco of the Company of an initial Initial Business Combination (as defined below), and (iii) shall not be redeemable by the CompanyPubco; provided, however, that in the case of (ii), the Private Warrants and any shares of Common Stock Pubco Ordinary Shares held by the Sponsor or any of its Permitted Transferees Transferees, as applicable, and issued upon exercise of the Private Warrants may be transferred by the holders thereof: (a) 2.5.1 to the Company’s officers or directors, any affiliates affiliate or family members member of any of the Company’s officers or directors, any affiliate of the Sponsor or to any member(s) of the Sponsor or any affiliates of the Sponsortheir affiliates, officers, directors and direct and indirect equityholders; (b) 2.5.2 in the case of an individual, by gift to a member of the such individual’s immediate family, family or to a trust, the beneficiary of which is a member of the such individual’s immediate family, or an affiliate of such personindividual, or to a charitable organization; (c) 2.5.3 in the case of an individual, by virtue of the laws of descent and distribution upon death of the individualsuch person; (d) 2.5.4 in the case of an individual, pursuant to a qualified domestic relations order; (e) 2.5.5 by private sales or transfers made in connection with the consummation of the Company’s initial Initial Business Combination at prices no greater than the price at which the Warrants were originally purchased; (f) 2.5.6 in the event of the CompanyPubco’s liquidation prior to the completion consummation of the Company’s initial Initial Business Combination;; or (g) 2.5.7 by virtue of the laws of the state State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; (h) to the Forward Purchaser and Forward Transferees (each as defined in the Registration Statement); or (i) in the event of the Company’s liquidation, merger, capital stock 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 subsequent to the completion of the Company’s initial Business Combination; provided, however, that, in the case of clauses (a) 2.5.1 through (e) and (h)2.5.5 or 2.5.7, these transferees (the “Permitted Transferees”) must enter into a written agreement with the Company Pubco agreeing to be bound by the transfer restrictions in this Agreement.