Common use of Placement Warrants Clause in Contracts

Placement Warrants. The Placement Warrants shall be identical to the Public Warrants, except that (a) so long as they are held by the Sponsor, Cantor or any of their respective Permitted Transferees (as defined below), the Placement Warrants: (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) shall not be redeemable by the Company and (iii) 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) except to a Permitted Transferee and (b) the period during which the Placement Warrants held by Cantor are exercisable may not be extended (pursuant to the last sentence of Section 3.2 or otherwise) beyond the date that is five years from the effective date of the Registration Statement. A “Permitted Transferee” is hereby defined as any transferee receiving securities in the following transactions: (a) to ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇, DGC Family FinTech Trust, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, III or the Sponsor (together, the “Initial Stockholders”), the Company’s officers, the Company’s directors or Cantor; (b) to an officer, director, equityholder (direct or indirect) or other affiliate of Cantor; (c) to an affiliate or immediate family member of any of the Company’s officers, directors and Initial Stockholders, or Cantor’s officers, directors and direct and indirect equityholders; (d) to any member, officer or director of the Sponsor, or any immediate family member, partner, affiliate or employee of a member of the Sponsor; (e) by gift to any Permitted Transferee under any of the immediately preceding subsections (a) through (d), to a trust, the beneficiaries of which are one or more Permitted Transferees under any of the immediately preceding subsections (a) through (d), or to a charitable organization; (f) by virtue of laws of descent and distribution upon the death of any officer or director of the Company, Initial Stockholder, member of the Sponsor, Permitted Transferee or any officer, director or direct or indirect equityholder of Cantor; (g) pursuant to a qualified domestic relations order; (h) in the event of the Company’s liquidation prior to consummation of the Company’s initial business combination; (i) by virtue of the laws of Delaware, the limited liability company agreement of the Sponsor upon dissolution of the Sponsor or the organizational documents of Cantor upon dissolution of Cantor; (j) in the event of a liquidation, merger, 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 subsequent to the Company’s consummation of its initial business combination; or (k) subsequent to the consummation of the Company’s initial business combination, in the event of a consolidation, merger, stock exchange or other similar transaction in which the Company is the surviving entity that results in a change in a majority of the Company’s board of directors or management team; provided, however, that in the case of clauses (a) through (g) these Permitted Transferees must enter into a written agreement agreeing to be bound by the restrictions on transfer in this Agreement.

Placement Warrants. The Placement Warrants shall be identical to the Public Warrants, except that (a) that, so long as they are held by the Sponsor, Cantor Sponsor or any of their respective its Permitted Transferees (as defined below), the Placement Warrants: (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) shall not be redeemable by the Company and (iii) 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) except to a Permitted Transferee and (b) the period during which the Placement Warrants held by Cantor are exercisable may not be extended (pursuant to the last sentence of Section 3.2 or otherwise) beyond the date that is five years from the effective date of the Registration StatementTransferee. A “Permitted Transferee” is hereby defined as any transferee receiving securities in the following transactions: (a) to ▇▇▇▇▇▇ ▇. ▇▇▇▇▇the Company’s officers, ▇▇▇▇▇ ▇. ▇▇▇▇▇, DGC Family FinTech Trust, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, III directors or the Sponsor (together, the “Initial Stockholders”), the Company’s officers, the Company’s directors or Cantor; (b) to an officer, director, equityholder (direct or indirect) or other affiliate of Cantor; (c) to an affiliate or immediate family member of any of the Company’s officers, directors and Initial Stockholders, or Cantor’s officers, directors and direct and indirect equityholders; (dc) to any member, officer or director of the Sponsor, or any immediate family member, partner, affiliate or employee of a member of the Sponsor; (ed) by gift to any Permitted Transferee permitted transferee under any of the immediately preceding subsections (a) through (dc), to a trust, the beneficiaries of which are one or more Permitted Transferees permitted transferees under any of the immediately preceding subsections (a) through (dc), or to a charitable organization; (fe) by virtue of laws of descent and distribution upon the death of any officer or director of the Company’s officers, directors, Initial Stockholder, member Stockholders or members of the Sponsor, Sponsor or Permitted Transferee or any officer, director or direct or indirect equityholder of CantorTransferee; (gf) pursuant to a qualified domestic relations order; (g) 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 Placement Warrants were originally purchased; (h) in the event of the Company’s liquidation prior to consummation of the Company’s its initial business combination; (i) by virtue of the laws of Delawarethe Republic of the Seychelles, the limited liability company agreement Sponsor’s memorandum and articles of the Sponsor association upon dissolution of the Sponsor or the organizational documents of Cantor upon dissolution of CantorSponsor; (j) subsequent to the Company’s initial business combination, upon and in the event of connection with a liquidation, merger, 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 Common Stock for cash, securities or other property subsequent to the Company’s consummation of its initial business combinationor; or (k) subsequent to the consummation of the Company’s initial business combination, in the event of a consolidation, consolidation merger, stock exchange or other similar transaction in which the Company is the surviving entity that results in a change in a the majority of the Company’s board of directors or management team; provided, however, that in the case of clauses (a) through (g) these Permitted Transferees must enter into a written agreement agreeing to be bound by the restrictions on transfer in this Agreement.

Placement Warrants. The Placement Warrants shall be identical to the Public Warrants, except that (ai) so long as they are held by ▇▇▇▇▇▇, the Sponsor or Cowen, members of the Sponsor, Cantor partners of Cowen or any of their respective Permitted Transferees (as defined below), the Placement Warrants: (ix) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) shall not be redeemable by the Company and (iiiy) 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) except provided that Cowen will not in any event be permitted to a Permitted Transferee sell any of its Placement Warrants prior to the date 180 days immediately following the completion of the Offering, (z) shall not be redeemable by the Company, and (bii) the period during which the Placement Warrants issued to Cowen, so long as such Placement Warrants are held by Cantor are exercisable may not be extended Cowen or any of its “related persons” under the rules of the Financial Industry Regulatory Authority (pursuant to the last sentence of Section 3.2 or otherwise) beyond the date that is “Cowen Held Warrants”), shall expire five years from the effective date of effectiveness of the Registration Statement. A “Permitted Transferee” is hereby defined as any transferee receiving securities Statement (not five years from the consummation of the initial Business Combination) or earlier upon liquidation; provided, however, that in the following transactions: (a) to ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇, DGC Family FinTech Trust, ▇▇▇▇▇ ▇▇▇▇▇case of the Placement Warrants and any shares of Common Stock held by ▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇the Sponsor, members of the Sponsor or partners of Cowen and issued upon exercise of the Placement Warrants may be transferred by ▇▇▇▇▇▇, III or the Sponsor, members of the Sponsor or partners of Cowen: (togethera) as gift to a member of Sponsor, a partner of Cowen or an entity owned or controlled by ▇▇▇▇▇▇, their immediate family or to a trust, the “Initial Stockholders”)beneficiary of which is a member of ▇▇▇▇▇▇’▇ immediate family, the Company’s officers, the Company’s directors Sponsor or Cantor;partner of Cowen and their immediate family or to a charitable organization, (b) to an officerthe Company’s officers or directors, director, equityholder (direct any affiliates or indirect) or other affiliate of Cantor; (c) to an affiliate or immediate family member members of any of the Company’s officersofficers or directors, directors and Initial Stockholders, any member of Sponsor or Cantor’s officers, directors and direct and indirect equityholders;partners of Cowen or any of their respective affiliates, (d) to any member, officer or director of the Sponsor, or any immediate family member, partner, affiliate or employee of a member of the Sponsor; (e) by gift to any Permitted Transferee under any of the immediately preceding subsections (a) through (d), to a trust, the beneficiaries of which are one or more Permitted Transferees under any of the immediately preceding subsections (a) through (d), or to a charitable organization; (fc) by virtue of the laws of descent and distribution upon the death of any officer or director ▇▇▇▇▇▇, one of the Company, Initial Stockholder, member members of the Sponsor, Permitted Transferee Sponsor or any officer, director or direct or indirect equityholder partners of Cantor;Cowen, (gd) pursuant to a qualified domestic relations order;, (he) by virtue of the laws of the jurisdiction of incorporation or formation, as applicable, of the Sponsor or Cowen, the Sponsor’s limited liability company agreement upon dissolution of the Sponsor or, in the case of Cowen, by virtue of the laws of the Cayman Islands or its controlling limited partnership agreement or by any member of Sponsor or partner of Cowen upon dissolution of such entity, (f) in the event of the Company’s liquidation prior to consummation the completion of the Company’s initial business combination;Business Combination, or (i) by virtue of the laws of Delaware, the limited liability company agreement of the Sponsor upon dissolution of the Sponsor or the organizational documents of Cantor upon dissolution of Cantor; (jg) in the event that, subsequent to the consummation of the initial Business Combination, the Company consummates a liquidation, merger, stock exchange 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 Common Stock for cash, securities or other property subsequent to the Company’s consummation of its initial business combination; or (k) subsequent to the consummation of the Company’s initial business combination, in the event of a consolidation, merger, stock exchange or other similar transaction in which the Company is the surviving entity that results in a change in a majority of the Company’s board of directors or management teamproperty; provided, however, that that, in the case of clauses (a) through (ge), these transferees (the “Permitted Transferees”) these Permitted Transferees must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions on transfer in this Agreement.

Placement Warrants. The Placement Warrants shall be identical to the Public Warrants, except that (a) so long as they are held by the Sponsor, Cantor members of the Sponsor or any of their respective Permitted Transferees (as defined below), ) the Placement Warrants: (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) shall not be redeemable by the Company and (iii) 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) except to a Permitted Transferee ), and (biii) shall not be redeemable by the period during which Company; provided, however, that in the case of the Placement Warrants and any shares of Common Stock held by Cantor are exercisable may not be extended (pursuant to the last sentence of Section 3.2 Sponsor or otherwise) beyond the date that is five years from the effective date Members of the Registration Statement. A “Permitted Transferee” is hereby defined as any transferee receiving securities in Sponsor and issued upon exercise of the following transactionsPlacement Warrants may be transferred by the Sponsor or members of the Sponsor: (a) as gift to ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇, DGC Family FinTech Trust, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, III such person’s immediate family or the Sponsor (togetherto a trust, the “Initial Stockholders”)beneficiary of which is a member of such person’s immediate family, the Company’s officers, the Company’s directors an affiliate of such person or Cantor;to a charitable organization, (b) to an officerthe Company’s officers or directors, director, equityholder (direct or indirect) or other affiliate of Cantor; (c) to an any affiliate or immediate family member of any of the Company’s officers, officers or directors and Initial Stockholders, or Cantor’s officers, directors and direct and indirect equityholders; (d) any affiliate of the Sponsor or to any member, officer or director member(s) of the Sponsor, or any immediate family member, partner, affiliate or employee of a member of the Sponsor;, (e) by gift to any Permitted Transferee under any of the immediately preceding subsections (a) through (d), to a trust, the beneficiaries of which are one or more Permitted Transferees under any of the immediately preceding subsections (a) through (d), or to a charitable organization; (fc) by virtue of the laws of descent and distribution upon the death of any officer or director of the Company, Initial Stockholder, member of the Sponsor, Permitted Transferee or any officer, director or direct or indirect equityholder of Cantor;such person, (gd) pursuant to a qualified domestic relations order;, (he) in the event of the Company’s liquidation prior to consummation the completion of the Company’s initial business combination;Business Combination, or (i) by virtue of the laws of Delaware, the limited liability company agreement of the Sponsor upon dissolution of the Sponsor or the organizational documents of Cantor upon dissolution of Cantor; (jf) in the event of a liquidationthat, merger, 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 subsequent to the Company’s consummation of its initial business combination; or (k) subsequent to the consummation of the Company’s initial business combinationBusiness Combination, in the event of Company consummates a consolidation, merger, stock exchange or other similar transaction in which the Company is the surviving entity that results in a change in a majority all of the holders of the Company’s board equity securities issued in the Offering having the right to exchange their shares of directors Common Stock for cash, securities or management teamother property; provided, however, that that, in the case of clauses (a) through (gd), these transferees (the “Permitted Transferees”) these Permitted Transferees must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions on transfer in this Agreement.

Placement Warrants. The Placement Warrants shall be identical to the Public Offering Warrants, except that (a) so long as they are held by the Sponsor, Cantor a Founder or any of their respective Permitted Transferees (as defined below), ) the Placement Warrants: (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c3.3.1(b) hereof, (ii) shall not be redeemable by the Company and (iii) may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination Acquisition Transaction (as defined below) except to a Permitted Transferee ), and (biii) the period during which the Placement Warrants held by Cantor are exercisable may shall not be extended (pursuant to the last sentence of Section 3.2 or otherwise) beyond the date that is five years from the effective date of the Registration Statement. A “Permitted Transferee” is hereby defined as any transferee receiving securities in the following transactions: (a) to ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇, DGC Family FinTech Trust, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, III or the Sponsor (together, the “Initial Stockholders”), redeemable by the Company’s officers, the Company’s directors or Cantor; (b) to an officer, director, equityholder (direct or indirect) or other affiliate of Cantor; (c) to an affiliate or immediate family member of any of the Company’s officers, directors and Initial Stockholders, or Cantor’s officers, directors and direct and indirect equityholders; (d) to any member, officer or director of the Sponsor, or any immediate family member, partner, affiliate or employee of a member of the Sponsor; (e) by gift to any Permitted Transferee under any of the immediately preceding subsections (a) through (d), to a trust, the beneficiaries of which are one or more Permitted Transferees under any of the immediately preceding subsections (a) through (d), or to a charitable organization; (f) by virtue of laws of descent and distribution upon the death of any officer or director of the Company, Initial Stockholder, member of the Sponsor, Permitted Transferee or any officer, director or direct or indirect equityholder of Cantor; (g) pursuant to a qualified domestic relations order; (h) in the event of the Company’s liquidation prior to consummation of the Company’s initial business combination; (i) by virtue of the laws of Delaware, the limited liability company agreement of the Sponsor upon dissolution of the Sponsor or the organizational documents of Cantor upon dissolution of Cantor; (j) in the event of a liquidation, merger, 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 subsequent to the Company’s consummation of its initial business combination; or (k) subsequent to the consummation of the Company’s initial business combination, in the event of a consolidation, merger, stock exchange or other similar transaction in which the Company is the surviving entity that results in a change in a majority of the Company’s board of directors or management team; provided, however, that in the case of clauses (ii), the Placement Warrants and any shares of Common Stock held by a Founder and issued upon exercise of the Placement Warrants may be transferred by a Founder: (a) through to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors or any affiliate of a Founder or to any limited partner(s) of a Founder; (b) by gift to a member of a Founder’s immediate family or to a trust, the beneficiary of which is a member of a Founder’s immediate family, an affiliate of a Founder or to a charitable organization; (c) by virtue of the laws of descent and distribution upon death of a Founder; (d) pursuant to a qualified domestic relations order; (e) with respect to limited liability companies and partnerships to their respective members or partners; (f) by certain pledges to secure obligations incurred in connection with purchases of the Company’s securities; (g) by private sales made at or prior to the consummation of the Company’s initial Acquisition Transaction at prices no greater than the price at which the shares were originally purchased; provided, however, that, in each case, these transferees (the “Permitted Transferees must Transferees”) enter into a written agreement with the Company agreeing to be bound by the transfer restrictions on transfer in this Agreement.

Placement Warrants. The Placement Warrants shall be identical to the Public Warrants, except that (a) so long as they are held by the Sponsor, Cantor members of the Sponsor or any of their respective Permitted Transferees (as defined below), the Placement Warrants: (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) shall not be redeemable by the Company and (iii) may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination Transaction (as defined below) except to a Permitted Transferee ), and (biii) shall not be redeemable by the period during which Company; provided, however, that in the case of the Placement Warrants and any shares of Common Stock held by Cantor are exercisable may not be extended (pursuant to the last sentence of Section 3.2 Sponsor or otherwise) beyond the date that is five years from the effective date members of the Registration Statement. A “Permitted Transferee” is hereby defined as any transferee receiving securities in Sponsor and issued upon exercise of the following transactionsPlacement Warrants may be transferred by the Sponsor or members of the Sponsor: (a) as gift to ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇, DGC Family FinTech Trust, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, III such person’s immediate family or the Sponsor (togetherto a trust, the “Initial Stockholders”)beneficiary of which is a member of such person’s immediate family, the Company’s officers, the Company’s directors an affiliate of such person or Cantor;to a charitable organization, (b) to an officerthe Company’s officers or directors, director, equityholder (direct or indirect) or other affiliate of Cantor; (c) to an any affiliate or immediate family member of any of the Company’s officers, officers or directors and Initial Stockholders, or Cantor’s officers, directors and direct and indirect equityholders; (d) any affiliate of the Sponsor or to any member, officer or director member(s) of the Sponsor, or any immediate family member, partner, affiliate or employee of a member of the Sponsor;, (e) by gift to any Permitted Transferee under any of the immediately preceding subsections (a) through (d), to a trust, the beneficiaries of which are one or more Permitted Transferees under any of the immediately preceding subsections (a) through (d), or to a charitable organization; (fc) by virtue of the laws of descent and distribution upon the death of any officer or director of the Company, Initial Stockholder, member of the Sponsor, Permitted Transferee or any officer, director or direct or indirect equityholder of Cantor;such person, (gd) pursuant to a qualified domestic relations order;, (he) in the event of the Company’s liquidation prior to consummation the completion of the Company’s initial business combination;Business Transaction, or (i) by virtue of the laws of Delaware, the limited liability company agreement of the Sponsor upon dissolution of the Sponsor or the organizational documents of Cantor upon dissolution of Cantor; (jf) in the event of a liquidationthat, merger, 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 subsequent to the Company’s consummation of its initial business combination; or (k) subsequent to the consummation of the Company’s initial business combinationBusiness Transaction, in the event of Company consummates a consolidation, merger, stock exchange or other similar transaction in which the Company is the surviving entity that results in a change in a majority all of the holders of the Company’s board equity securities issued in the Offering having the right to exchange their shares of directors Common Stock for cash, securities or management teamother property; provided, however, that that, in the case of clauses (a) through (gd), these transferees (the “Permitted Transferees”) these Permitted Transferees must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions on transfer in this Agreement.

Placement Warrants. The Placement Warrants shall be identical to the Public Warrants, except that (a) so long as they are held by the Sponsor or Cowen, members of the Sponsor, Cantor partners of Cowen or any of their respective Permitted Transferees (as defined below), the Placement Warrants: (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) shall not be redeemable by the Company and (iii) 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) except provided that Cowen will not in any event be permitted to a Permitted Transferee sell any of its Placement Warrants prior to the date 180 days immediately following the completion of the Offering, and (biii) shall not be redeemable by the period during which Company; provided, however, that in the case of the Placement Warrants and any shares of Common Stock held by Cantor are exercisable may not be extended (pursuant to the last sentence of Section 3.2 or otherwise) beyond the date that is five years from the effective date Sponsor, members of the Registration Statement. A “Permitted Transferee” is hereby defined as any transferee receiving securities in Sponsor or partners of Cowen and issued upon exercise of the following transactionsPlacement Warrants may be transferred by the Sponsor, members of the Sponsor or partners of Cowen: (a) as gift to ▇▇▇▇▇▇ ▇. ▇▇▇▇▇a member of Sponsor or a partner of Cowen, ▇▇▇▇▇ ▇. ▇▇▇▇▇, DGC Family FinTech Trust, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, III their immediate family or the Sponsor (togetherto a trust, the “Initial Stockholders”), the Company’s officers, the Company’s directors beneficiary of which is a member of Sponsor or Cantor;partner of Cowen and their immediate family or to a charitable organization, (b) to an officerthe Company’s officers or directors, director, equityholder (direct any affiliates or indirect) or other affiliate of Cantor; (c) to an affiliate or immediate family member members of any of the Company’s officersofficers or directors, directors and Initial Stockholders, any member of Sponsor or Cantor’s officers, directors and direct and indirect equityholders;partners of Cowen or any of their respective affiliates, (d) to any member, officer or director of the Sponsor, or any immediate family member, partner, affiliate or employee of a member of the Sponsor; (e) by gift to any Permitted Transferee under any of the immediately preceding subsections (a) through (d), to a trust, the beneficiaries of which are one or more Permitted Transferees under any of the immediately preceding subsections (a) through (d), or to a charitable organization; (fc) by virtue of the laws of descent and distribution upon the death of any officer or director one of the Company, Initial Stockholder, member members of the Sponsor, Permitted Transferee Sponsor or any officer, director or direct or indirect equityholder partners of Cantor;Cowen, (gd) pursuant to a qualified domestic relations order;, (he) by virtue of the laws of the jurisdiction of incorporation or formation, as applicable, of the Sponsor or Cowen, the Sponsor’s limited liability company agreement upon dissolution of the Sponsor or, in the case of Cowen, by virtue of the laws of the Cayman Islands or its controlling limited partnership agreement or by any member of Sponsor or partner of Cowen upon dissolution of such entity, (f) in the event of the Company’s liquidation prior to consummation the completion of the Company’s initial business combination;Business Combination, or (i) by virtue of the laws of Delaware, the limited liability company agreement of the Sponsor upon dissolution of the Sponsor or the organizational documents of Cantor upon dissolution of Cantor; (jg) in the event that, subsequent to the consummation of the initial Business Combination, the Company consummates a liquidation, merger, stock exchange 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 Common Stock for cash, securities or other property subsequent to the Company’s consummation of its initial business combination; or (k) subsequent to the consummation of the Company’s initial business combination, in the event of a consolidation, merger, stock exchange or other similar transaction in which the Company is the surviving entity that results in a change in a majority of the Company’s board of directors or management teamproperty; provided, however, that that, in the case of clauses (a) through (ge), these transferees (the “Permitted Transferees”) these Permitted Transferees must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions on transfer in this Agreement.

Placement Warrants. The Placement Warrants shall be identical to the Public Warrants, except that (a) so long as they are held by the Sponsor, Cantor Sponsor or any of their respective its Permitted Transferees (as defined below), the Placement Warrants: (ia) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (iib) shall not be redeemable by the Company and (iiic) 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) except to a Permitted Transferee and (b) the period during which the Placement Warrants held by Cantor are exercisable may not be extended (pursuant to the last sentence of Section 3.2 or otherwise) beyond the date that is five years from the effective date of the Registration StatementTransferee. A “Permitted Transferee” is hereby defined as any transferee receiving securities in the following transactions: (a) to ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇, DGC Family FinTech Trust, Swarthmore Trust of 2016, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, III ▇ or the Sponsor (together, the “Initial Stockholders”), the Company’s officers, or the Company’s directors or Cantordirectors; (b) to an officer, director, equityholder (direct or indirect) or other affiliate of Cantor; (c) to an affiliate or immediate family member of any of the Company’s officers, directors and Initial Stockholders, or Cantor’s officers, directors and direct and indirect equityholders; (dc) to any member, officer or director of the Sponsor, or any immediate family member, partner, affiliate or employee of a member of the Sponsor; (ed) by gift to any Permitted Transferee under any of the immediately preceding subsections (a) through (dc), to a trust, the beneficiaries of which are consist entirely of one or more Permitted Transferees under any of the immediately preceding subsections (a) through (d), or to a charitable organization; (fe) by virtue of laws of descent and distribution upon the death of any officer or director of the Company, Initial Stockholder, member of the Sponsor, Sponsor or Permitted Transferee or any officer, director or direct or indirect equityholder of CantorTransferee; (gf) pursuant to a qualified domestic relations order; (hg) in the event of upon the Company’s liquidation prior to consummation of the Company’s initial business combination; (ih) by virtue of the laws of Delaware, Delaware or pursuant to the limited liability company agreement of the Sponsor upon dissolution of the Sponsor or the organizational documents of Cantor upon dissolution of CantorSponsor; (ji) in upon the event of a liquidation, merger, 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 subsequent to the Company’s consummation of its initial business combination; or (kj) subsequent to the consummation of the Company’s initial business combination, in the event upon of a consolidation, merger, stock exchange or other similar transaction in which the Company is the surviving entity that results in a change in a majority of the Company’s board of directors or management team; provided, however, that in the case of clauses (a) through (gf) and (h) these Permitted Transferees must enter into a written agreement agreeing to be bound by the restrictions on transfer in this Agreement.

Placement Warrants. The Placement Warrants shall be identical to the Public Warrants, except that (ai) so long as they are held by the Sponsor, Cantor Sponsor or any of their respective its Permitted Transferees (as defined below), the Placement Warrants: (ix) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, hereof and (iiy) shall not be redeemable by the Company and (iiiii) the Placement 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) except to a Permitted Transferee and (b) the period during which the Placement Warrants held by Cantor are exercisable may not be extended (pursuant to the last sentence of Section 3.2 or otherwise) beyond the date that is five years from the effective date of the Registration StatementTransferee. A “Permitted Transferee” is hereby defined as any transferee receiving securities in the following transactions: (a) as a gift to ▇▇▇▇▇▇ ▇. ▇▇▇▇▇a member of Sponsor, ▇▇▇▇▇ ▇. ▇▇▇▇▇their immediate family or to a trust, DGC Family FinTech Trust, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, III or the beneficiary of which is a member of the Sponsor (together, the “Initial Stockholders”), the Company’s officers, the Company’s directors and their immediate family or Cantor;to a charitable organization, (b) to an officerthe Company’s officers or directors, director, equityholder (direct any affiliates or indirect) or other affiliate of Cantor; (c) to an affiliate or immediate family member members of any of the Company’s officersofficers or directors, directors and Initial Stockholders, any member of Sponsor or Cantor’s officers, directors and direct and indirect equityholders;any of their respective affiliates, (d) to any member, officer or director of the Sponsor, or any immediate family member, partner, affiliate or employee of a member of the Sponsor; (e) by gift to any Permitted Transferee under any of the immediately preceding subsections (a) through (d), to a trust, the beneficiaries of which are one or more Permitted Transferees under any of the immediately preceding subsections (a) through (d), or to a charitable organization; (fc) by virtue of the laws of descent and distribution upon the death of any officer or director one of the Company, Initial Stockholder, member members of the Sponsor, Permitted Transferee or any officer, director or direct or indirect equityholder of Cantor;, (gd) pursuant to a qualified domestic relations order;, (he) by private sales at prices no greater than the price at which the securities were originally purchased, (f) by virtue of the laws of the state of Delaware and the Sponsor’s limited liability company agreement upon dissolution of the Sponsor, (g) in the event of the Company’s liquidation prior to consummation the completion of the Company’s initial business combination;Business Combination, or (i) by virtue of the laws of Delaware, the limited liability company agreement of the Sponsor upon dissolution of the Sponsor or the organizational documents of Cantor upon dissolution of Cantor; (jh) in the event that, subsequent to the consummation of the initial Business Combination, the Company consummates a liquidation, merger, stock exchange or other similar transaction which that results in (1) 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 Common Stock for cash, securities or other property subsequent to the Company’s consummation of its initial business combination; or or (k2) subsequent to the consummation of the Company’s initial business combination, involving a merger or other change in the event of a consolidation, merger, stock exchange or other similar transaction in which the Company is the surviving entity that results in a change in a majority of the Company’s board of directors or management teamteam in which the Company is the surviving entity; provided, however, that that, in the case of clauses (a) through (g) these e), the Permitted Transferees must Transferee enter into a written agreement with the Company agreeing to be bound by the transfer restrictions on transfer in this Agreement.

Placement Warrants. The Placement Warrants shall be identical to the Public Warrants, except that (a) so long as they are held by the Sponsor. Cantor, Cantor or any of their respective Permitted Transferees (as defined below), the Placement Warrants: (ia) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (iib) shall not be redeemable by the Company and (iiic) 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) except to a Permitted Transferee and (b) the period during which the Placement Warrants held by Cantor are exercisable may not be extended (pursuant to the last sentence of Section 3.2 or otherwise) beyond the date that is five years from the effective date of the Registration Statement. A “Permitted Transferee” ’’ is hereby defined as any transferee receiving securities in the following transactions: (a) to ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇, DGC Family FinTech Trust, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, III, Swarthmore Trust of 2016, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, III ▇ or the Sponsor (together, . the “Initial Stockholders”), the Company’s officers, the Company’s directors, or Cantor, or Cantor’s officers, directors or Cantordirect or indirect equityholders; (b) to an officer, director, equityholder (direct or indirect) or other affiliate of Cantor; (c) to an affiliate or immediate family member of any of the Company’s officers, directors and directors, Initial Stockholders, or and Cantor’s officers, directors and direct and indirect equityholders; (dc) to any member, officer or director of the Sponsor, or any immediate family member, partner, affiliate or employee of a member of the Sponsor; (ed) by gift to any Permitted Transferee under any of the immediately preceding subsections (a) through (dc), to a trust, the beneficiaries of which are consist entirely of one or more Permitted Transferees under any of the immediately preceding subsections (a) through (d), or to a charitable organization; (fe) by virtue of laws of descent and distribution upon the death of any officer or director of the Company, Initial Stockholder, member of the Sponsor, Permitted Transferee or any officer, director or direct or indirect equityholder equityholders of Cantor; (gf) pursuant to a qualified domestic relations order; (hg) in the event of upon the Company’s liquidation prior to consummation of the Company’s initial business combination; (ih) by virtue of the laws of Delaware, pursuant to the limited liability company agreement of the Sponsor upon dissolution of the Sponsor Sponsor, or pursuant to the organizational documents of Cantor upon dissolution of Cantor; (ji) upon and in connection with the event of a liquidation, . merger, . 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 subsequent to the Company’s consummation of its initial business combination; : or (kj) subsequent to the consummation of the Company’s initial business combination, . in the event of a consolidation, merger, stock exchange or other similar transaction in which the Company is the surviving entity that results in a change in a majority of the Company’s board of directors or management team; : provided, however, that in the case of clauses (a) through (gf) and (h) these Permitted Transferees must enter into a written agreement agreeing to be bound by the restrictions on transfer in this Agreement.

Placement Warrants. The Placement Warrants shall be identical to the Public Warrants, except that (a) so long as they are held by ▇▇▇▇▇▇, the Sponsor or Cowen, members of the Sponsor, Cantor partners of Cowen or any of their respective Permitted Transferees (as defined below), the Placement Warrants: (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) shall not be redeemable by the Company and (iii) 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) except provided that Cowen will not in any event be permitted to a Permitted Transferee sell any of its Placement Warrants prior to the date 180 days immediately following the completion of the Offering, and (biii) shall not be redeemable by the period during which Company; provided, however, that in the case of the Placement Warrants and any shares of Common Stock held by Cantor are exercisable may not be extended (pursuant to the last sentence of Section 3.2 or otherwise) beyond the date that is five years from the effective date of the Registration Statement. A “Permitted Transferee” is hereby defined as any transferee receiving securities in the following transactions: (a) to ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇, DGC Family FinTech Trust, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇the Sponsor, members of the Sponsor or partners of Cowen and issued upon exercise of the Placement Warrants may be transferred by ▇▇▇▇▇▇, III or the Sponsor, members of the Sponsor or partners of Cowen: (togethera) as gift to a member of Sponsor, a partner of Cowen or an entity owned or controlled by ▇▇▇▇▇▇, their immediate family or to a trust, the “Initial Stockholders”)beneficiary of which is a member of ▇▇▇▇▇▇’▇ immediate family, the Company’s officers, the Company’s directors Sponsor or Cantor;partner of Cowen and their immediate family or to a charitable organization, (b) to an officerthe Company’s officers or directors, director, equityholder (direct any affiliates or indirect) or other affiliate of Cantor; (c) to an affiliate or immediate family member members of any of the Company’s officersofficers or directors, directors and Initial Stockholders, any member of Sponsor or Cantor’s officers, directors and direct and indirect equityholders;partners of Cowen or any of their respective affiliates, (d) to any member, officer or director of the Sponsor, or any immediate family member, partner, affiliate or employee of a member of the Sponsor; (e) by gift to any Permitted Transferee under any of the immediately preceding subsections (a) through (d), to a trust, the beneficiaries of which are one or more Permitted Transferees under any of the immediately preceding subsections (a) through (d), or to a charitable organization; (fc) by virtue of the laws of descent and distribution upon the death of any officer or director ▇▇▇▇▇▇, one of the Company, Initial Stockholder, member members of the Sponsor, Permitted Transferee Sponsor or any officer, director or direct or indirect equityholder partners of Cantor;Cowen, (gd) pursuant to a qualified domestic relations order;, (he) by virtue of the laws of the jurisdiction of incorporation or formation, as applicable, of the Sponsor or Cowen, the Sponsor’s limited liability company agreement upon dissolution of the Sponsor or, in the case of Cowen, by virtue of the laws of the Cayman Islands or its controlling limited partnership agreement or by any member of Sponsor or partner of Cowen upon dissolution of such entity, (f) in the event of the Company’s liquidation prior to consummation the completion of the Company’s initial business combination;Business Combination, or (i) by virtue of the laws of Delaware, the limited liability company agreement of the Sponsor upon dissolution of the Sponsor or the organizational documents of Cantor upon dissolution of Cantor; (jg) in the event that, subsequent to the consummation of the initial Business Combination, the Company consummates a liquidation, merger, stock exchange 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 Common Stock for cash, securities or other property subsequent to the Company’s consummation of its initial business combination; or (k) subsequent to the consummation of the Company’s initial business combination, in the event of a consolidation, merger, stock exchange or other similar transaction in which the Company is the surviving entity that results in a change in a majority of the Company’s board of directors or management teamproperty; provided, however, that that, in the case of clauses (a) through (ge), these transferees (the “Permitted Transferees”) these Permitted Transferees must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions on transfer in this Agreement.

Placement Warrants. The Placement Warrants shall be identical to the Public Warrants, except that (a) so long as they are held by the Sponsor, Cantor Cantor, or any of their respective Permitted Transferees (as defined below), the Placement Warrants: (ia) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (iib) shall not be redeemable by the Company and (iiic) 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) except to a Permitted Transferee and (b) the period during which the Placement Warrants held by Cantor are exercisable may not be extended (pursuant to the last sentence of Section 3.2 or otherwise) beyond the date that is five years from the effective date of the Registration Statement. A “Permitted Transferee” is hereby defined as any transferee receiving securities in the following transactions: (a) to ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇, DGC Family FinTech Trust, Swarthmore Trust of 2016, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, III ▇ or the Sponsor (together, the “Initial Stockholders”), the Company’s officers, the Company’s directors, or Cantor, or Cantor’s officers, directors or Cantordirect or indirect equityholders; (b) to an officer, director, equityholder (direct or indirect) or other affiliate of Cantor; (c) to an affiliate or immediate family member of any of the Company’s officers, directors and directors, Initial Stockholders, or and Cantor’s officers, directors and direct and indirect equityholders; (dc) to any member, officer or director of the Sponsor, or any immediate family member, partner, affiliate or employee of a member of the Sponsor; (ed) by gift to any Permitted Transferee under any of the immediately preceding subsections (a) through (dc), to a trust, the beneficiaries of which are consist entirely of one or more Permitted Transferees under any of the immediately preceding subsections (a) through (d), or to a charitable organization; (fe) by virtue of laws of descent and distribution upon the death of any officer or director of the Company, Initial Stockholder, member of the Sponsor, Permitted Transferee or any officer, director or direct or indirect equityholder equityholders of Cantor; (gf) pursuant to a qualified domestic relations order; (hg) in the event of upon the Company’s liquidation prior to consummation of the Company’s initial business combination; (ih) by virtue of the laws of Delaware, pursuant to the limited liability company agreement of the Sponsor upon dissolution of the Sponsor Sponsor, or pursuant to the organizational documents of Cantor upon dissolution of Cantor; (ji) upon and in connection with the event of a liquidation, merger, 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 subsequent to the Company’s consummation of its initial business combination; or (kj) subsequent to the consummation of the Company’s initial business combination, in the event of a consolidation, merger, stock exchange or other similar transaction in which the Company is the surviving entity that results in a change in a majority of the Company’s board of directors or management team; provided, however, that in the case of clauses (a) through (gf) and (h) these Permitted Transferees must enter into a written agreement agreeing to be bound by the restrictions on transfer in this Agreement.

Placement Warrants. The Placement Warrants shall be identical to the Public Offering Warrants, except that (a) so long as they are held by the Sponsor, Cantor a Founder or any of their respective Permitted Transferees (as defined below), ) the Placement Warrants: (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c3.3.1(b) hereof, (ii) shall not be redeemable by the Company and (iii) may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination Acquisition Transaction (as defined below) except to a Permitted Transferee ), and (biii) the period during which the Placement Warrants held by Cantor are exercisable may shall not be extended (pursuant to the last sentence of Section 3.2 or otherwise) beyond the date that is five years from the effective date of the Registration Statement. A “Permitted Transferee” is hereby defined as any transferee receiving securities in the following transactions: (a) to ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇, DGC Family FinTech Trust, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, III or the Sponsor (together, the “Initial Stockholders”), redeemable by the Company’s officers, the Company’s directors or Cantor; (b) to an officer, director, equityholder (direct or indirect) or other affiliate of Cantor; (c) to an affiliate or immediate family member of any of the Company’s officers, directors and Initial Stockholders, or Cantor’s officers, directors and direct and indirect equityholders; (d) to any member, officer or director of the Sponsor, or any immediate family member, partner, affiliate or employee of a member of the Sponsor; (e) by gift to any Permitted Transferee under any of the immediately preceding subsections (a) through (d), to a trust, the beneficiaries of which are one or more Permitted Transferees under any of the immediately preceding subsections (a) through (d), or to a charitable organization; (f) by virtue of laws of descent and distribution upon the death of any officer or director of the Company, Initial Stockholder, member of the Sponsor, Permitted Transferee or any officer, director or direct or indirect equityholder of Cantor; (g) pursuant to a qualified domestic relations order; (h) in the event of the Company’s liquidation prior to consummation of the Company’s initial business combination; (i) by virtue of the laws of Delaware, the limited liability company agreement of the Sponsor upon dissolution of the Sponsor or the organizational documents of Cantor upon dissolution of Cantor; (j) in the event of a liquidation, merger, 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 subsequent to the Company’s consummation of its initial business combination; or (k) subsequent to the consummation of the Company’s initial business combination, in the event of a consolidation, merger, stock exchange or other similar transaction in which the Company is the surviving entity that results in a change in a majority of the Company’s board of directors or management team; provided, however, that in the case of clauses (ii), the Placement Warrants and any shares of Common Stock held by a Founder and issued upon exercise of the Placement Warrants may be transferred by a Founder: (a) through to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors or any affiliate of a Founder or to any limited partner(s) of a Founder; (b) by gift to a member of a Founder’s immediate family or to a trust, the beneficiary of which is a member of a Founder’s immediate family, an affiliate of a Founder or to a charitable organization; (c) by virtue of the laws of descent and distribution upon death of a Founder; (d) pursuant to a qualified domestic relations order; (e) with respect to limited liability companies and partnerships to their respective members or partners; (f) by certain pledges to secure obligations incurred in connection with purchases of the Company’s securities; (g) by private sales made at or prior to the consummation of the Company’s initial Acquisition Transaction at prices no greater than the price at which the shares were originally purchased; provided, however, that, in each case, these transferees (the “ Permitted Transferees must ”) enter into a written agreement with the Company agreeing to be bound by the transfer restrictions on transfer in this Agreement.

Placement Warrants. The Placement Warrants shall be identical to the Public Warrants, except that (a) so long as they are held by the Sponsor, Cantor Cantor, or any of their respective Permitted Transferees (as defined below), the Placement Warrants: (ia) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (iib) shall not be redeemable by the Company and (iiic) 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) except to a Permitted Transferee and (b) the period during which the Placement Warrants held by Cantor are exercisable may not be extended (pursuant to the last sentence of Section 3.2 or otherwise) beyond the date that is five years from the effective date of the Registration Statement. A “Permitted Transferee” is hereby defined as any transferee receiving securities in the following transactions: (a) to ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇, DGC Family FinTech Trust, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, III, Swarthmore Trust of 2016, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, III ▇ or the Sponsor (together, the “Initial Stockholders”), the Company’s officers, the Company’s directors, or Cantor, or Cantor’s officers, directors or Cantordirect or indirect equityholders; (b) to an officer, director, equityholder (direct or indirect) or other affiliate of Cantor; (c) to an affiliate or immediate family member of any of the Company’s officers, directors and directors, Initial Stockholders, or and Cantor’s officers, directors and direct and indirect equityholders; (dc) to any member, officer or director of the Sponsor, or any immediate family member, partner, affiliate or employee of a member of the Sponsor; (ed) by gift to any Permitted Transferee under any of the immediately preceding subsections (a) through (dc), to a trust, the beneficiaries of which are consist entirely of one or more Permitted Transferees under any of the immediately preceding subsections (a) through (d), or to a charitable organization; (fe) by virtue of laws of descent and distribution upon the death of any officer or director of the Company, Initial Stockholder, member of the Sponsor, Permitted Transferee or any officer, director or direct or indirect equityholder equityholders of Cantor; (gf) pursuant to a qualified domestic relations order; (hg) in the event of upon the Company’s liquidation prior to consummation of the Company’s initial business combination; (ih) by virtue of the laws of Delaware, pursuant to the limited liability company agreement of the Sponsor upon dissolution of the Sponsor Sponsor, or pursuant to the organizational documents of Cantor upon dissolution of Cantor; (ji) upon and in connection with the event of a liquidation, merger, 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 subsequent to the Company’s consummation of its initial business combination; or (kj) subsequent to the consummation of the Company’s initial business combination, in the event of a consolidation, merger, stock exchange or other similar transaction in which the Company is the surviving entity that results in a change in a majority of the Company’s board of directors or management team; provided, however, that in the case of clauses (a) through (gf) and (h) these Permitted Transferees must enter into a written agreement agreeing to be bound by the restrictions on transfer in this Agreement.