Common use of Private Warrants Clause in Contracts

Private Warrants. The Private Warrants will be issued substantially in the same form as the Public Warrants but they (i) will not 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 are held by the initial purchasers or their affiliates and Permitted Transferees (as defined below). Once a Private Warrant 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 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 any securities underlying the Private 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 (i) to the 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 officers, directors, advisors and employees, (ii) transfers to a Registered Holder’s affiliates, (iii) by bona fide gift to a member of the Registered Holder’s (or Permitted Transferee’s (as defined below)) immediate family or to a trust, the beneficiary of which is a Registered Holder (or Permitted Transferee) or a member of a Registered Holder’s (or Permitted Transferee’s) immediate family, 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) by private sales at prices no greater than the price at which the Private Warrants were originally purchased or (viii) to the Company for cancellation in connection with consummation of a Business Combination, in each case (except for clause viii) where the permitted transferee (the “Permitted Transferee”) agrees to the terms of the transfer restrictions.

Private Warrants. The Private Warrants will be issued substantially in the same form as the Public Warrants but they (i) will not be redeemable by the Company and (ii) may be exercised exercisable either for cash or on a cashless basis at the holder’s optionoption pursuant to Section 3.3.1(c) and (ii) will not be redeemable by the Company, in either case as long as the Private Warrants such warrants are held by the initial purchasers or their affiliates and Permitted Transferees permitted transferees (as defined provided below). Once a Private Warrant 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 provisions of this Section 2.5.1 may not be soldmodified, transferred, assigned, pledged amended or hypothecated, or be deleted without the subject prior written consent of any hedging, short sale, derivative, put, or call transaction that would result in EBC. Prior to the effective economic disposition of, the Private Warrants (or any securities underlying the Private Warrants) for a period of 30 days after date immediately following the consummation by the Company of an initial mergera Business Combination (as defined below), share exchange, asset acquisition, share purchase, reorganization the Private Warrants held by members of ZIHL or other similar business combination with one or more businesses or entities EBC may only be transferred by the holders thereof: (the “Business Combination”) except (ia) to any persons (including their affiliates and shareholders) participating in the Company’s pre-Public Offering stockholders Private Offering, officer, director, securityholder, employee, member or affiliate of ZIHL, (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 b) to the Company’s officers, directors, advisors directors and employees, (c) as a distribution to partners, members or shareholders of ZIHL or EBC upon the liquidation and dissolution of ZIHL or EBC, as the case may be, (ii) transfers to a Registered Holder’s affiliates, (iiid) by bona fide gift to a member of the Registered Holdersuch person’s (or Permitted Transferee’s (as defined below)) immediate family or to a trust, the beneficiary of which is a Registered Holder (or Permitted Transferee) or a member of a Registered Holdersuch person’s (or Permitted Transferee’s) immediate family, family for estate planning purposes, , (ive) by virtue of the laws of descent and distribution upon death, death of such person, (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, , (viih) by private sales made at or prior to the consummation of a Business Combination at prices no greater than the price at which the Private Warrants were originally purchased or purchased, or (viiii) in the event that, subsequent to the Company for cancellation in connection with consummation of a the Company’s initial Business Combination, the Company consummates a merger, stock exchange or other similar transaction that results in each case (except for clause viii) where the permitted transferee (the “Permitted Transferee”) agrees to the terms all of the transfer restrictionsholders of the Company’s equity securities issued in the Public Offering having the right to exchange their Ordinary Shares for cash, securities or other property.

Private Warrants. The Private Warrants will be issued substantially in the same form as the Public Warrants but they (i) will not be redeemable by the Company and (ii) may be exercised exercisable either for cash or on a cashless basis at the holder’s optionoption pursuant to Section 3.3 hereof and (ii) will not be redeemable by the Company, in either case as long as the Private Warrants are held by the initial purchasers or any of their affiliates and Permitted Transferees permitted transferees (as defined belowprescribed in the Subscription Agreement, the “Permitted Transferees”). Once a Private Warrant 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 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 any securities underlying the Private Warrants) for a period of until 30 days after the consummation by completion of our initial business combination, subject to certain transfers to Permitted Transferees, as set forth above, which include (1) transfers among 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 (i) to the Company’s pre-Public Offering stockholders (includinginsiders, 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 our officers, directors, advisors and employees, (ii2) transfers to a Registered Holderan insider’s affiliatesaffiliates or its members upon its liquidation, (iii3) by bona fide gift transfers to a member of the Registered Holder’s (or Permitted Transferee’s (as defined below)) immediate family or to a trust, the beneficiary of which is a Registered Holder (or Permitted Transferee) or a member of a Registered Holder’s (or Permitted Transferee’s) immediate family, relatives and trusts for estate planning purposes, (iv4) transfers by virtue of the laws of descent and distribution upon death, (v5) transfers pursuant to a qualified domestic relations order, (vi6) by certain pledges to secure obligations incurred in connection with purchases of the Company’s securities, (vii) by private sales made at prices no greater than the price at which the Private Warrants securities were originally purchased or (viii7) transfers to the Company us for cancellation in connection with the consummation of a Business Combinationan initial business combination, in each case (except for clause viii7), provided, however, that except with the Company's prior consent, in the case of clauses (1) where through (6), above, the permitted transferee (Warrant Agent shall be presented with written documentation pursuant to which each Permitted Transferee or the “trustee or legal guardian for such Permitted Transferee”) Transferee agrees to the terms of be bound by the transfer restrictionsrestrictions contained in this section and any other applicable agreement the transferor is bound by.

Private Warrants. The Private Warrants will be issued substantially in the same form as the Public Warrants but they (i) will not be redeemable by the Company and (ii) may be exercised exercisable either for cash or on a cashless basis at the holder’s optionoption pursuant to Section 3.3.1(c), and (ii) will not be redeemable by the Company, in either case as long as the Private Warrants such warrants are held by the initial purchasers or their affiliates and Permitted Transferees permitted transferees (as defined provided below). Once a Private Warrant 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 provisions of this Section 2.5.1 may not be soldmodified, transferred, assigned, pledged amended or hypothecated, or be deleted without the subject prior written consent of any hedging, short sale, derivative, put, or call transaction that would result in EBC. Prior to the effective economic disposition of, the Private Warrants (or any securities underlying the Private Warrants) for a period of 30 days after date immediately following the consummation by the Company of an initial mergera Business Combination (as defined below), share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses or entities the Private Warrants held by Bison Capital may only be transferred by the holders thereof: (the “Business Combination”) except (ia) to any persons (including their affiliates and shareholders) participating in the Company’s pre-Public Offering stockholders Private Offering, officer, director, security holder, employee, member or affiliate of Bison Capital, (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 b) to the Company’s officers, directors, advisors directors and employees, (c) as a distribution to partners, shareholders of Bison Capital upon the liquidation and dissolution of Bison Capital, as the case may be, (ii) transfers to a Registered Holder’s affiliates, (iiid) by bona fide gift to a member of the Registered Holdersuch person’s (or Permitted Transferee’s (as defined below)) immediate family or to a trust, the beneficiary of which is a Registered Holder (or Permitted Transferee) or a member of a Registered Holdersuch person’s (or Permitted Transferee’s) immediate family, family for estate planning purposes, , (ive) by virtue of the laws of descent and distribution upon death, death of such person, (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, , (viih) by private sales made at or prior to the consummation of a Business Combination at prices no greater than the price at which the Private Warrants were originally purchased or purchased, or (viiii) in the event that, subsequent to the Company for cancellation in connection with consummation of a the Company’s Business Combination, the Company consummates a merger, stock exchange or other similar transaction that results in each case (except for clause viii) where the permitted transferee (the “Permitted Transferee”) agrees to the terms all of the transfer restrictionsholders of the Company’s equity securities issued in the Public Offering having the right to exchange their Ordinary Shares for cash, securities or other property.

Private Warrants. The Private Warrants will be issued substantially in shall have the same form terms as the Public Warrants but they Warrants, except that (i) the Founder Warrants will not become exercisable after consummation of a Business Combination if and when the last sale price of the Common Stock on the American Stock Exchange, or other national securities exchange on which the Common Stock may be traded, exceeds $14.25 per share for any twenty (20) trading days within a thirty (30) trading day period after the consummation of such Business Combination; (ii) no Private Warrant will 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 so long as the Private Warrants are such Warrant is held by the initial purchasers a Private Investor or their affiliates and its Permitted Transferees (as defined below). Once a Private Warrant 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 ; (iii) the Sponsor Warrants may will not be sold, transferred, assigned, pledged (and the Common Stock issuable upon exercise of such Warrants will not be) transferable 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, salable (except for transfers to Permitted Transferees) by the Private Investors or their Permitted Transferees until after the consummation of a Business Combination; and (iv) the Founder Warrants and the Co-Investment Warrants will not be (and the Common Stock issuable upon exercise of such Warrants will not be) transferable or any securities underlying salable (except for transfers to Permitted Transferees) by the Private Warrants) for a period of 30 Investors or their Permitted Transferees until 180 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 “a Business Combination”) except . "Permitted Transferees" shall mean the recipient of a Private Warrant through a transfer by any of the Private Investors (i) to the 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 officers, directors, advisors and employees, (ii) transfers to a Registered Holder’s affiliates, (iiia) by bona fide gift to a member of the Registered Holder’s (or Permitted Transferee’s (as defined below)) such transferor's immediate family for estate planning purposes or to a trust, the beneficiary of which is a Registered Holder (or Permitted Transferee) the transferor or a member of a Registered Holder’s (or Permitted Transferee’s) the transferor's immediate family, (b) if the transferor is not a natural person, by gift to a member of the immediate family of such transferor's controlling person for estate planning purposespurposes or to a trust, the beneficiary of which is such transferor's controlling person or a member of the immediate family of such transferor's controlling person, (ivc) by virtue of the laws of descent and distribution upon death, death of transferor or (vd) pursuant to a qualified domestic relations order; provided, however, that such permitted transfers may be effected only upon the respective transferee's written agreement to be bound by the same transfer restrictions as such Private Investor upon receiving such Warrants (vi) by certain pledges to secure obligations incurred except in connection with purchases the case of the Company’s securities, clause (vii) by private sales at prices no greater than the price at which the Private Warrants were originally purchased or (viii) to the Company for cancellation in connection with consummation of a Business Combinationc), in each which case (except for clause viii) where the permitted transferee (the “Permitted Transferee”) agrees to the terms of the transfer restrictionswill execute such agreement as soon as practicable after such transfer).

Private Warrants. The Private Warrants will be issued substantially in shall have the same form terms as the Public Warrants but they Warrants, except that (i) the Founder Warrants will not become exercisable after consummation of a Business Combination if and when the last sale price of the Common Stock on the American Stock Exchange, or other national securities exchange on which the Common Stock may be traded, exceeds $14.25 per share for any twenty (20) trading days within a thirty (30) trading day period after the consummation of such Business Combination; (ii) no Private Warrant will 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 so long as the Private Warrants are such Warrant is held by the initial purchasers a Private Investor or their affiliates and its Permitted Transferees (as defined below). Once a Private Warrant 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 ; (iii) the Sponsor Warrants may will not be sold, transferred, assigned, pledged (and the Common Stock issuable upon exercise of such Warrants will not be) transferable 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, salable by the Private Investors or their Permitted Transferees until after the consummation of a Business Combination; and (iv) the Founder Warrants and the Co-Investment Warrants will not be (and the Common Stock issuable upon exercise of such Warrants will not be) transferable or any securities underlying salable by the Private Warrants) for a period of 30 Investors or their Permitted Transferees until 180 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 “a Business Combination”) except . "Permitted Transferees" shall mean the recipient of a Private Warrant through a transfer by any of the Private Investors (i) to the 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 officers, directors, advisors and employees, (ii) transfers to a Registered Holder’s affiliates, (iiiw) by bona fide gift to a member of the Registered Holder’s (or Permitted Transferee’s (as defined below)) such transferor's immediate family for estate planning purposes or to a trust, the beneficiary of which is a Registered Holder (or Permitted Transferee) the transferor or a member of a Registered Holder’s (or Permitted Transferee’s) the transferor's immediate family, (x) if the transferor is not a natural person, by gift to a member of the immediate family of such transferor's controlling person for estate planning purposespurposes or to a trust, the beneficiary of which is such transferor's controlling person or a member of the immediate family of such transferor's controlling person, (ivy) by virtue of the laws of descent and distribution upon deathdeath of transferor, or (vz) pursuant to a qualified domestic relations order; provided, however, that such permitted transfers may be effected only upon the respective transferee's written agreement to be bound by the same transfer restrictions as such Private Investor upon receiving such Warrants (vi) by certain pledges to secure obligations incurred except in connection with purchases the case of the Company’s securities, clause (vii) by private sales at prices no greater than the price at which the Private Warrants were originally purchased or (viii) to the Company for cancellation in connection with consummation of a Business Combinationy), in each which case (except for clause viii) where the permitted transferee (the “Permitted Transferee”) agrees to the terms of the transfer restrictionswill execute such agreement as soon as practicable after such transfer).

Private Warrants. The Private Warrants will shall have the same terms and be issued substantially in the same form as the Public Warrants but they Warrants, except that (i) the Initial Warrants will not be redeemable by become exercisable after consummation of a Business Combination (as defined below) if and when the Company and last sales price of the Common Stock exceeds $11.50 per share for any twenty (20) trading days within a thirty (30) trading day period beginning 90 days after such Business Combination; (ii) may the Initial Warrants and the Sponsors’ Warrants will be exercised for cash or on a cashless basis at the holder’s option, in either case as non-redeemable so long as the Private Warrants they are held by the initial purchasers Private Investors or their affiliates and Permitted Transferees (as defined below); (iii) the Initial Warrants will not be (and the Common Stock to be issued upon exercise of such warrants will not be) transferable or salable by the Private Investors or their Permitted Transferees until one year after the consummation of a Business Combination; (iv) the Sponsors’ Warrants will not be (and the Common Stock to be issued upon exercise of such warrants will not be) transferable or salable by the Private Investors or their Permitted Transferees until the 90th day after the consummation of a Business Combination; and (v) the Co-Investment Warrants will not be (and the Common Stock to be issued upon exercise of such warrants will not be) transferable or salable by Xxxxxxxx or its Permitted Transferee until the 180th day after the consummation of a Business Combination. Once “Permitted Transferees” shall mean the recipient of a Private Warrant is transferred to through 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 may not be sold, transferred, assigned, pledged or hypothecated, or be the subject transfer by any of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of, the Private Warrants (or any securities underlying the Private 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 Investors (i) to the 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 officers, directors, advisors and employees, (ii) transfers to a Registered Holder’s affiliates, (iii) by bona fide gift to a member of the Registered Holdersuch transferor’s (or Permitted Transferee’s (as defined below)) immediate family for estate planning purposes or to a trust, the beneficiary of which is a Registered Holder (or Permitted Transferee) the transferor or a member of a Registered Holderthe transferor’s (or Permitted Transferee’s) immediate family, (ii) if the transferor is not a natural person, by gift to a member of the immediate family of such transferor’s controlling person for estate planning purposespurposes or to a trust, the beneficiary of which is such transferor’s controlling person or a member of the immediate family of such transferor’s controlling person, (iviii) by virtue of the laws of descent and distribution upon deathdeath of transferor, or (viv) pursuant to a qualified domestic relations order; provided, however, that such permitted transfers may be effected only upon the respective transferee’s written agreement to be bound by the same transfer restrictions as such Private Investor upon receiving such Warrants (vi) by certain pledges to secure obligations incurred except in connection with purchases the case of the Company’s securities, clause (vii) by private sales at prices no greater than the price at which the Private Warrants were originally purchased or (viii) to the Company for cancellation in connection with consummation of a Business Combinationiii), in each which case (except for clause viii) where the permitted transferee (the “Permitted Transferee”) agrees to the terms of the transfer restrictionswill execute such agreement as soon as practicable after such transfer).

Private Warrants. The Private Warrants will shall have the same terms and be issued substantially in the same form as the Public Warrants but they Warrants, except that (i) the Founder Warrants will not become exercisable after consummation of a Business Combination (as defined below) if and when the last sale price of the Common Stock on the American Stock Exchange, or other national securities exchange on which the Common Stock may be redeemable by the Company and traded, exceeds $11.50 per share for any twenty (20) trading days within a thirty (30) trading day period beginning 90 calendar days after such Business Combination; (ii) may the Founder Warrants and the Sponsor Warrants will be exercised for cash or on a cashless basis at the holder’s option, in either case as non-redeemable so long as the Private Warrants they are held by the initial purchasers Private Investors or their affiliates and Permitted Transferees (as defined below); (iii) the Founder Warrants will not be (and the Common Stock to be issued upon exercise of such warrants will not be) transferable or salable by the Private Investors or their Permitted Transferees until one year after the consummation of a Business Combination; and (iv) the Sponsor Warrants will not be (and the Common Stock to be issued upon exercise of such warrants will not be) transferable or salable by the Private Investors or their Permitted Transferees until the 90th day after the consummation of a Business Combination. Once “Permitted Transferees” shall mean the recipient of a Private Warrant is transferred to through 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 may not be sold, transferred, assigned, pledged or hypothecated, or be the subject transfer by any of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of, the Private Warrants (or any securities underlying the Private 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 Investors (i) to the 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 officers, directors, advisors and employees, (ii) transfers to a Registered Holder’s affiliates, (iii) by bona fide gift to a member of the Registered Holdersuch transferor’s (or Permitted Transferee’s (as defined below)) immediate family for estate planning purposes or to a trust, the beneficiary of which is a Registered Holder (or Permitted Transferee) the transferor or a member of a Registered Holderthe transferor’s (or Permitted Transferee’s) immediate family, (ii) if the transferor is not a natural person, by gift to a member of the immediate family of such transferor’s controlling person for estate planning purposespurposes or to a trust, the beneficiary of which is such transferor’s controlling person or a member of the immediate family of such transferor’s controlling person, (iviii) by virtue of the laws of descent and distribution upon deathdeath of transferor, or (viv) pursuant to a qualified domestic relations order; provided, however, that such permitted transfers may be effected only upon the respective transferee’s written agreement to be bound by the same transfer restrictions as such Private Investor upon receiving such Warrants (vi) by certain pledges to secure obligations incurred except in connection with purchases the case of the Company’s securities, clause (vii) by private sales at prices no greater than the price at which the Private Warrants were originally purchased or (viii) to the Company for cancellation in connection with consummation of a Business Combinationiii), in each which case (except for clause viii) where the permitted transferee (the “Permitted Transferee”) agrees to the terms of the transfer restrictionswill execute such agreement as soon as practicable after such transfer).

Private Warrants. The Private Warrants will shall be issued substantially in the same form as 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 but they : (i) will not be redeemable by the Company and (ii) may be exercised for cash or on a cashless basis at the holder’s optionbasis, in either case as long as the Private Warrants are held by the initial purchasers or their affiliates and Permitted Transferees pursuant to subsection 3.3.1(c) hereof, (as defined below). Once a Private Warrant 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 ii) may not be sold, transferred, assigned, pledged assigned 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 sold until thirty (or any securities underlying the Private Warrants30) for a period of 30 days after the consummation completion by the Company of an initial mergerBusiness Combination (as defined below), share exchangeand (iii) shall not be redeemable by the Company; provided, asset acquisitionhowever, share purchasethat in the case of (ii), reorganization the Private Warrants and any shares of Common Stock held by the Private Warrant Purchaser or other similar business combination with one or more businesses or entities any Permitted Transferees, as applicable, and issued upon exercise of the Private Warrants may be transferred by the holders thereof: (the “Business Combination”) except (ia) to the Company’s pre-Public Offering stockholders (includingofficers or directors, to the extent any affiliate or family member of any of the Company’s pre-Public Offering stockholders are entitiesofficers or directors, to such entity’s members, partners, stockholders or other equity holders), any affiliate of the Private Warrant Purchaser or to any member(s) of the Company’s Private Warrant Purchaser or any of their affiliates, officers, directorsdirectors and direct and indirect equityholders; (b) in the case of an individual, advisors and employees, (ii) transfers to a Registered Holder’s affiliates, (iii) by bona fide gift to a member of the Registered Holdersuch individual’s (or Permitted Transferee’s (as defined below)) immediate family or to a trust, the beneficiary of which is a Registered Holder (or Permitted Transferee) or a member of a Registered Holdersuch individual’s (or Permitted Transferee’s) immediate family, for estate planning purposesan affiliate of such individual or to a charitable organization; (c) in the case of 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, ; (vi) by certain pledges to secure obligations incurred in connection with purchases of the Company’s securities, (viie) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of an initial Business Combination at prices no greater than the price at which the Private Warrants were originally purchased purchased; (f) in the event of the Company’s liquidation prior to the consummation of the Company’s Business Combination; or (g) by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor. provided, however, that, in the case of clauses (a) through (e) or (viii) to the Company for cancellation in connection with consummation of a Business Combinationg), in each case (except for clause viii) where the permitted transferee these transferees (the “Permitted TransfereeTransferees”) agrees enter into a written agreement with the Company agreeing to the terms of be bound by the transfer restrictionsrestrictions in this Agreement.

Private Warrants. The Private Warrants will be issued substantially in the same form as the Public Warrants but they (i) will not be redeemable by the Company and (ii) may be exercised exercisable either for cash or on a cashless basis at the holder’s optionoption pursuant to Section 3.3 hereof and (ii) will not be redeemable by the Company, in either case as long as the Private Warrants are held by the initial purchasers or any of their affiliates and Permitted Transferees permitted transferees (as defined belowprescribed in the Subscription Agreement, the “Permitted Transferees”). Once a Private Warrant 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 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 any securities underlying the Private Warrants) for a period of until 30 days after the consummation by completion of our initial business combination, subject to certain transfers to Permitted Transferees, as set forth above, which include (1) transfers among 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 (i) to the Company’s pre-Public Offering stockholders (includinginsiders, 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 our officers, directors, advisors and employees, (ii2) transfers to a Registered Holderan insider’s affiliatesaffiliates or its members upon its liquidation, (iii3) by bona fide gift transfers to a member of the Registered Holder’s (or Permitted Transferee’s (as defined below)) immediate family or to a trust, the beneficiary of which is a Registered Holder (or Permitted Transferee) or a member of a Registered Holder’s (or Permitted Transferee’s) immediate family, relatives and trusts for estate planning purposes, (iv4) transfers by virtue of the laws of descent and distribution upon death, (v5) transfers pursuant to a qualified domestic relations order, (vi6) by certain pledges to secure obligations incurred in connection with purchases of the Company’s securities, (vii) by private sales made at prices no greater than the price at which the Private Warrants securities were originally purchased or (viii7) transfers to the Company us for cancellation in connection with the consummation of a Business Combinationan initial business combination, in each case (except for clause viii7), provided, however, that except with the Company’s prior consent, in the case of clauses (1) where through (6), above, the permitted transferee (Warrant Agent shall be presented with written documentation pursuant to which each Permitted Transferee or the “trustee or legal guardian for such Permitted Transferee”) Transferee agrees to the terms of be bound by the transfer restrictionsrestrictions contained in this section and any other applicable agreement the transferor is bound by.

Private Warrants. The Private Warrants will shall have the same terms and be issued substantially in the same form as the Public Warrants but they Warrants, except that (i) the Initial Warrants will not become exercisable after consummation of a Business Combination (as defined below) if and when the last sale price of the Common Stock on the American Stock Exchange, or other national securities exchange on which the Common Stock may be redeemable by the Company and traded, exceeds $11.50 per share for any twenty (20) trading days within a thirty (30) trading day period beginning 90 calendar days after such Business Combination; (ii) may the Initial Warrants and the Sponsors’ Warrants will be exercised for cash or on a cashless basis at the holder’s option, in either case as non-redeemable so long as the Private Warrants they are held by the initial purchasers Private Investors or their affiliates and Permitted Transferees (as defined below); (iii) the Initial Warrants will not be (and the Common Stock to be issued upon exercise of such warrants will not be) transferable or salable by the Private Investors or their Permitted Transferees until one year after the consummation of a Business Combination; (iv) the Sponsors’ Warrants will not be (and the Common Stock to be issued upon exercise of such warrants will not be) transferable or salable by the Private Investors or their Permitted Transferees until the 90th day after the consummation of a Business Combination; and (v) the Co-Investment Warrants will not be (and the Common Stock to be issued upon exercise of such warrants will not be) transferable or salable by Xxxxxxxx or its Permitted Transferee until the 180th day after the consummation of a Business Combination. Once “Permitted Transferees” shall mean the recipient of a Private Warrant is transferred to through 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 may not be sold, transferred, assigned, pledged or hypothecated, or be the subject transfer by any of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of, the Private Warrants (or any securities underlying the Private 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 Investors (i) to the 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 officers, directors, advisors and employees, (ii) transfers to a Registered Holder’s affiliates, (iii) by bona fide gift to a member of the Registered Holdersuch transferor’s (or Permitted Transferee’s (as defined below)) immediate family for estate planning purposes or to a trust, the beneficiary of which is a Registered Holder (or Permitted Transferee) the transferor or a member of a Registered Holderthe transferor’s (or Permitted Transferee’s) immediate family, (ii) if the transferor is not a natural person, by gift to a member of the immediate family of such transferor’s controlling person for estate planning purposespurposes or to a trust, the beneficiary of which is such transferor’s controlling person or a member of the immediate family of such transferor’s controlling person, (iviii) by virtue of the laws of descent and distribution upon deathdeath of transferor, or (viv) pursuant to a qualified domestic relations order; provided, however, that such permitted transfers may be effected only upon the respective transferee’s written agreement to be bound by the same transfer restrictions as such Private Investor upon receiving such Warrants (vi) by certain pledges to secure obligations incurred except in connection with purchases the case of the Company’s securities, clause (vii) by private sales at prices no greater than the price at which the Private Warrants were originally purchased or (viii) to the Company for cancellation in connection with consummation of a Business Combinationiii), in each which case (except for clause viii) where the permitted transferee (the “Permitted Transferee”) agrees to the terms of the transfer restrictionswill execute such agreement as soon as practicable after such transfer).

Private Warrants. The Private Warrants will be issued substantially in shall have the same form terms as the Public Warrants but they Warrants, except that (i) the Founder Warrants will not become exercisable after consummation of a Business Combination if and when the last sale price of the Common Stock on the American Stock Exchange, or other national securities exchange on which the Common Stock may be traded, or on the FINRA OTC Bulletin Board (or successor exchange), equals or exceeds $13.75 per share for any twenty (20) trading days within a thirty (30) trading day period after the consummation of such Business Combination; (ii) no Private Warrant will 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 so long as the Private Warrants are such Warrant is held by the initial purchasers investors listed on Exhibit B hereto (the “Private Investors”) or their affiliates and Permitted Transferees (as defined below). Once a Private Warrant 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 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 any securities underlying the Private 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 (i) to the 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 officers, directors, advisors and employees, (ii) transfers to a Registered Holder’s affiliates, ; (iii) by bona fide gift the Sponsor Warrants will not be (and the Common Stock issuable upon exercise of such Warrants will not be) transferable or salable (except for transfers to a member of the Registered Holder’s (or Permitted Transferee’s (as defined below)) immediate family or to a trust, the beneficiary of which is a Registered Holder (or Permitted Transferee) or a member of a Registered Holder’s (or Permitted Transferee’s) immediate family, for estate planning purposes, (ivTransferees) 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 Sponsor or its Permitted Transferees until after the Company’s securities, (vii) by private sales at prices no greater than the price at which the Private Warrants were originally purchased or (viii) to the Company for cancellation in connection with consummation of a Business Combination; (iv) the Private Warrants may be exercised by the Registered Holders by paying cash or on a cashless basis; (v) because the Private Warrants were issued pursuant to an exemption from registration requirements under the federal securities laws, in each case the Registered Holders of such Private Warrants will be able to exercise their warrants even if, at the time of exercise, a prospectus relating to the common stock issuable upon exercise of such warrants is not current, and (vi) the Founder Warrants will not be (and the Common Stock issuable upon exercise of such Warrants will not be) transferable or salable (except for clause viiitransfers to Permitted Transferees) where by the permitted transferee (Private Investors or their Permitted Transferees until 180 days after the consummation of a Business Combination. “Permitted Transferee”) agrees to Transferees” shall mean the terms recipient of a Private Warrant, in the case of the Sponsor, by its members, affiliates and employees of Prentice Capital Management, LP and, in the case of individuals, transfers to relatives and trusts for estate planning purposes; provided, however, that such permitted transfers may be effected only upon the respective transferee’s written agreement to be bound by the same transfer restrictionsrestrictions as such Private Investor upon receiving such Warrants.

Private Warrants. The Private Warrants will shall have the same terms and be issued substantially in the same form as the Public Warrants but they Warrants, except that (i) the Initial Warrants will not become exercisable after consummation of a Business Combination (as defined below) if and when the last sale price of the Common Stock on the American Stock Exchange, or other national securities exchange on which the Common Stock may be redeemable by the Company and traded, exceeds $11.50 per share for any twenty (20) trading days within a thirty (30) trading day period beginning 90 calendar days after such Business Combination; (ii) may the Initial Warrants and the Sponsors’ Warrants will be exercised for cash or on a cashless basis at the holder’s option, in either case as non-redeemable so long as the Private Warrants they are held by the initial purchasers Private Investors or their affiliates and Permitted Transferees (as defined below); (iii) the Initial Warrants will not be (and the Common Stock to be issued upon exercise of such warrants will not be) transferable or salable by the Private Investors or their Permitted Transferees until one year after the consummation of a Business Combination; and (iv) the Sponsors’ Warrants will not be (and the Common Stock to be issued upon exercise of such warrants will not be) transferable or salable by the Private Investors or their Permitted Transferees until the 90th day after the consummation of a Business Combination. Once “Permitted Transferees” shall mean the recipient of a Private Warrant is transferred to through 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 may not be sold, transferred, assigned, pledged or hypothecated, or be the subject transfer by any of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of, the Private Warrants (or any securities underlying the Private 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 Investors (i) to the 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 officers, directors, advisors and employees, (ii) transfers to a Registered Holder’s affiliates, (iii) by bona fide gift to a member of the Registered Holdersuch transferor’s (or Permitted Transferee’s (as defined below)) immediate family for estate planning purposes or to a trust, the beneficiary of which is a Registered Holder (or Permitted Transferee) the transferor or a member of a Registered Holderthe transferor’s (or Permitted Transferee’s) immediate family, (ii) if the transferor is not a natural person, by gift to a member of the immediate family of such transferor’s controlling person for estate planning purposespurposes or to a trust, the beneficiary of which is such transferor’s controlling person or a member of the immediate family of such transferor’s controlling person, (iviii) by virtue of the laws of descent and distribution upon deathdeath of transferor, or (viv) pursuant to a qualified domestic relations order; provided, however, that such permitted transfers may be effected only upon the respective transferee’s written agreement to be bound by the same transfer restrictions as such Private Investor upon receiving such Warrants (vi) by certain pledges to secure obligations incurred except in connection with purchases the case of the Company’s securities, clause (vii) by private sales at prices no greater than the price at which the Private Warrants were originally purchased or (viii) to the Company for cancellation in connection with consummation of a Business Combinationiii), in each which case (except for clause viii) where the permitted transferee (the “Permitted Transferee”) agrees to the terms of the transfer restrictionswill execute such agreement as soon as practicable after such transfer).