Common use of Private Placement Warrants Clause in Contracts

Private Placement Warrants. 2.6.1 The Private Placement Warrants (including the shares of Common Stock issuable upon exercise of the Private Placement Warrants) shall be identical to the Public Warrants, except that so long as they are held by the Founders or any of their respective Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) shall be subject to the Lock-up (as defined below), (iii) with respect to Private Placement Warrants held by Cowen Investments, will not be exercisable more than five years from the effective date of the Registration Statement in accordance with FINRA Rule 5110(f)(2)(G)(i) and (iv) shall not be redeemable by the Company; provided, however, that in the case of (ii), the Private Placement Warrants and any shares of Common Stock held by the Founders or any of their respective Permitted Transferees and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to any persons (including their affiliates and members) participating in the private placement of the Private Placement Units; (b) to the Company’s officers, directors or employees; (c) in the case of an entity, as a distribution to its partners, stockholders or members upon liquidation; (d) in the case of an individual, by gift to a member of the individual’s immediate family, to a trust, the beneficiary of which is a member of the individual’s immediate family, or for estate planning purposes; (e) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (f) in the case of an individual, pursuant to a qualified domestic relations order; (g) by pledges to secure obligations incurred in connection with purchases of the Company’s securities; (h) by private sales or transfers made in connection with the consummation of the Company’s initial Business Combination at prices no greater than the price at which the securities were originally purchased; (i) to the Company for no value for cancellation in connection with the consummation of the initial Business Combination; or (j) in the event of the Company’s liquidation prior to the completion of the Company’s initial Business Combination; provided, however, that, in the case of clauses (a) through (h), these transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Private Placement Warrants. 2.6.1 The Private Placement Warrants (including the shares of Common Stock issuable upon exercise of the Private Placement Warrants) shall be identical to the Public Warrants, except that so long as they are held by the Founders Sponsor or any of their respective its Permitted Transferees (as defined below) ), the Private Placement Warrants: (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) shall may not be subject to transferred, assigned or sold until thirty (30) days after the Lock-up completion by the Company of an initial Business Combination (as defined below), and (iii) with respect to Private Placement Warrants held by Cowen Investments, will not be exercisable more than five years from the effective date of the Registration Statement in accordance with FINRA Rule 5110(f)(2)(G)(i) and (iv) shall not be redeemable by the CompanyCompany pursuant to Section 6.1 hereof; provided, however, that in the case of (ii), the Private Placement Warrants and any shares of Common Stock held by the Founders Sponsor or any of their respective its Permitted Transferees and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any persons (including their affiliates and members) participating in the private placement or family members of any of the Private Placement UnitsCompany’s officers or directors, any member(s) of the Sponsor or their affiliates, or any affiliates of the Sponsor; (b) to the Company’s officers, directors or employees; (c) in the case of an entity, as a distribution to its partners, stockholders or members upon liquidation; (d) in the case of an individual, by gift to a member members of the individual’s immediate family, family or to a trust, the beneficiary of which is a member of one of the individual’s immediate family, an affiliate of such person or for estate planning purposesto a charitable organization; (ec) in the case of an individual, by virtue of laws of descent and distribution upon death of the individualsuch person; (fd) in the case of an individual, pursuant to a qualified domestic relations order; (ge) by pledges to secure obligations incurred in connection with purchases virtue of the Companylaws of the state of Delaware or the Sponsor’s securitiesoperating agreement upon dissolution of the Sponsor; (hf) by private sales or transfers made in connection with the consummation of the Company’s initial Business Combination at prices no greater than the price at which the securities Private Placement Warrants were originally purchased; (i) to the Company for no value for cancellation in connection with the consummation of the initial Business Combination; or (jg) in the event of the Company’s liquidation prior to the completion of the Company’s initial Business Combination; or (i) in the event of the Company’s completion of a liquidation, merger, stock exchange, restructuring or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that, in the case of clauses (a) through (hf), these transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Private Placement Warrants. 2.6.1 The Private Placement Warrants (including the shares of Common Stock issuable upon exercise of the Private Placement Warrants) shall be identical to the Public Warrants, except that so long as they are held by the Founders Sponsor or any of their respective Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) shall may not be subject to transferred, assigned or sold until thirty (30) days after the Lock-up completion by the Company of an initial Business Combination (as defined below), and (iii) with respect to Private Placement Warrants held by Cowen Investments, will not be exercisable more than five years from the effective date of the Registration Statement in accordance with FINRA Rule 5110(f)(2)(G)(i) and (iv) shall not be redeemable by the Company; provided, however, that in the case of (ii), the Private Placement Warrants and any shares of Common Stock Ordinary Shares held by the Founders or any members of their respective Permitted Transferees the Sponsor and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company's officers or directors, any persons (including their affiliates and members) participating in the private placement or family members of any of the Private Placement Units;Company's officers or directors, any members of the Sponsor or their affiliates, or any affiliates of the Sponsor, (b) to the Company’s officers, directors or employees; (c) in the case of an entity, as a distribution to its partners, stockholders or members upon liquidation; (d) in the case of an individual, by gift to a member of the individual’s immediate family, to a trust, the beneficiary of which is a member of the individual’s immediate familyfamily or an affiliate of such person, or for estate planning purposesto a charitable organization; (ec) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (fd) in the case of an individual, pursuant to a qualified domestic relations order; (g) by pledges to secure obligations incurred in connection with purchases of the Company’s securities; (he) by private sales or by transfers made in connection with the consummation of the Company’s initial 's Business Combination at prices no greater than the price at which the securities were originally purchased; (if) to the Company for no value for cancellation in connection with the consummation by virtue of the initial Business Combination; orlaws of Bermuda or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; (jg) in the event of the Company’s 's liquidation prior to the Company's completion of an initial Business Combination; and (h) in the event of the Company's completion of a liquidation, merger, share exchange or other similar transaction which results in all of the Company's shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the completion of the Company’s 's initial Business Combination; provided, however, that, in the case of clauses (a) through (hf), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Private Placement Warrants. 2.6.1 The Private Placement Warrants (including the shares of Common Stock issuable upon exercise of the Private Placement Warrants) shall be identical to the Public Warrants, except that so long as they are held by the Founders Sponsor or any of their respective its Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) shall may not be subject to transferred, assigned or sold until thirty (30) days after the Lock-up completion by the Company of an initial Business Combination (as defined below), and (iii) with respect to Private Placement Warrants held by Cowen Investments, will not be exercisable more than five years from the effective date of the Registration Statement in accordance with FINRA Rule 5110(f)(2)(G)(i) and (iv) shall not be redeemable by the Company; provided, however, that in the case of (ii), the Private Placement Warrants and any shares of Common Stock held by the Founders or any members of their respective Permitted Transferees the Sponsor and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any persons (including their affiliates and members) participating in the private placement affiliate or family member of any of the Private Placement UnitsCompany’s officers or directors, any affiliate of the Sponsor or to any member(s) of the Sponsor or any of their affiliates; (b) to the Company’s officers, directors or employees; (c) in the case of an entity, as a distribution to its partners, stockholders or members upon liquidation; (d) in the case of an individual, by as gift to a member of the individualsuch person’s immediate family, family or to a trust, the beneficiary of which is a member of the individualsuch person’s immediate family, an affiliate of such person or for estate planning purposesto a charitable organization; (ec) in the case of an individual, by virtue of the laws of descent and distribution upon death of the individualsuch person; (fd) in the case of an individual, pursuant to a qualified domestic relations order; (ge) by pledges to secure obligations incurred in connection with purchases of the Company’s securities; (h) by through private sales or transfers made in connection with the consummation of the Company’s initial Business Combination at prices no greater than the price at which the securities Warrants were originally purchased; (if) to the Company for no value for cancellation in connection with the consummation by virtue of the initial Business Combination; orlaws of the state of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; (jg) in the event of the Company’s liquidation prior to the completion consummation of the Company’s initial Business Combination; or (h) in the event that, subsequent to the consummation of the Company’s initial Business Combination, the Company consummates a liquidation, merger, stock exchange or other similar transaction that results in all of the holders of the Company’s equity securities issued in the Offering having the right to exchange their shares of Common Stock for cash, securities or other property; provided, however, that, in the case of clauses (a) through (hf), these transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Private Placement Warrants. 2.6.1 The Private Placement Warrants (including the shares of Common Stock issuable upon exercise of the Private Placement Warrants) shall be identical to the Public Warrants, except that so long as they are held by the Founders a Placement Purchaser or any of their respective its Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) shall may not be subject to transferred, assigned or sold until thirty (30) days after the Lock-up completion by the Company of an initial Business Combination (as defined below), and (iii) with respect to Private Placement Warrants held by Cowen Investments, will not be exercisable more than five years from the effective date of the Registration Statement in accordance with FINRA Rule 5110(f)(2)(G)(i) and (iv) shall not be redeemable by the Company; provided, however, that in the case of (ii), the Private Placement Warrants and any shares of Common Stock held by the Founders a Placement Purchaser or any of their respective its Permitted Transferees Transferee and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to any persons (including their affiliates and members) participating in the private placement of the Private Placement Units; (b) to the Company’s officers, directors or employees; (c) in the case of an entity, as a distribution to its partners, stockholders or members upon liquidation; (d) in the case of an individual, by gift to a member of the individualsuch person’s immediate family, family or to a trust, the beneficiary of which is a member of the individualsuch person’s immediate family, an affiliate of such person or for estate planning purposes;to a charitable organization, (eb) in to the case Company’s officers or directors, any affiliate or family member of an individualany of the Company’s officers or directors or any member or affiliate of Hydra Management, LLC and M▇▇▇▇▇▇▇ ▇▇▇▇ Capital Partners LLC (collectively, the “Sponsors” and each a “Sponsor”) or HGV, (c) by virtue of the laws of descent and distribution upon death of the individual;such person, (fd) in the case of an individual, pursuant to a qualified domestic relations order;, (ge) by pledges to secure obligations incurred in connection with purchases of the Company’s securities; (h) by through private sales or transfers made in connection with the consummation of the Company’s initial Business Combination at prices no greater than the price at which the securities Warrants were originally purchased; (i) to the Company for no value for cancellation in connection with the consummation of the initial Business Combination; , or (jf) in the event of the Company’s liquidation prior to the completion of the initial Business Combination, (g) by virtue of, with respect to the Sponsors or affiliates of the Sponsors, the laws of the state of Delaware or a Sponsor’s or a Sponsor's affiliate's limited liability company operating agreement upon dissolution of such person and with respect to HGV, the laws of the Cayman Islands or HGV’s memorandum and articles of association upon dissolution of HGV, (h) in the event that, subsequent to the consummation of the Company’s initial Business Combination, the Company consummates a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property; provided, however, that, in the case of clauses (a) through (he) and (g), these transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Private Placement Warrants. 2.6.1 The Private Placement Warrants (including the shares of Common Stock issuable upon exercise of the Private Placement Warrants) shall be identical to the Public Warrants, except that so long as they are held by the Founders Sponsor or any of their respective its Permitted Transferees (as defined below) ), the Private Placement Warrants: (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) shall may not be subject to transferred, assigned or sold until thirty (30) days after the Lock-up (as defined below)completion by the Company of an initial Business Combination, and (iii) with respect to Private Placement Warrants held by Cowen Investments, will not be exercisable more than five years from the effective date of the Registration Statement in accordance with FINRA Rule 5110(f)(2)(G)(i) and (iv) shall not be redeemable by the CompanyCompany pursuant to Section 6.1 or Section 6.2 hereof; provided, however, that in the case of clause (ii), the Private Placement Warrants and any shares of Common Stock held by the Founders Sponsor or any of their respective its Permitted Transferees and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any persons (including their affiliates and members) participating in the private placement or family members of any of the Private Placement UnitsCompany’s officers or directors, any member(s) of the Sponsor or their affiliates, or any affiliates of the Sponsor; (b) to the Company’s officers, directors or employees; (c) in the case of an entity, as a distribution to its partners, stockholders or members upon liquidation; (d) in the case of an individual, by gift to a member of the individual’s immediate family, family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or for estate planning purposesto a charitable organization; (ec) in the case of an individual, by virtue of laws of descent and distribution upon death of the such individual; (fd) in the case of an individual, pursuant to a qualified domestic relations order; (ge) by pledges to secure obligations incurred in connection with purchases virtue of the Companylaws of the state of Delaware or the Sponsor’s securitiesoperating agreement upon dissolution of the Sponsor; (hf) by private sales or transfers made in connection with the consummation of the Company’s initial Business Combination at prices no greater than the price at which the securities Private Placement Warrants were originally purchased; (i) to the Company for no value for cancellation in connection with the consummation of the initial Business Combination; or (jg) in the event of the Company’s liquidation prior to the completion of the Company’s initial Business Combination; or (h) in the event of the Company’s completion of a liquidation, merger, stock exchange, restructuring or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that, in the case of clauses (a) through (hf), these transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Private Placement Warrants. 2.6.1 The Private Placement Warrants (including the shares of Common Stock issuable upon exercise of the Private Placement Warrants) shall be identical to the Public Warrants, except that so long as they are held by the Founders Sponsor or any of their respective Permitted Transferees its permitted transferees (as defined below) the Private 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 except as provided in this Section 2.6, including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be subject to transferred, assigned or sold until 30 days after the Lock-up (as defined below), completion by the Company of an initial Business Combination; and (iii) with respect to Private Placement Warrants held by Cowen Investments, will not be exercisable more than five years from the effective date of the Registration Statement in accordance with FINRA Rule 5110(f)(2)(G)(i) and (iv) shall not be redeemable by the CompanyCompany pursuant to Section 6.1 hereof; provided, however, that in the case of (ii), the Private Placement Warrants and any shares of Common Stock held by the Founders or any of their respective Permitted Transferees and Ordinary Shares issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any persons (including their affiliates and members) participating in the private placement or family members of any of the Private Placement UnitsCompany’s officers or directors, any members of the Sponsor, or any affiliates of the Sponsor; (b) to the Company’s officers, directors or employees; (c) in the case of an entity, as a distribution to its partners, stockholders or members upon liquidation; (d) in the case of an individual, by gift to a member of one of the members of the individual’s immediate family, family or to a trust, the beneficiary of which is a member of one of the individual’s immediate family, an affiliate of such person or for estate planning purposesto a charitable organization; (ec) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (fd) in the case of an individual, pursuant to a qualified domestic relations order; (g) by pledges to secure obligations incurred in connection with purchases of the Company’s securities; (he) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of the Company’s initial a Business Combination at prices no greater than the price at which the securities Ordinary Shares or the Private Placement Warrants, as applicable, were originally purchased; (i) to the Company for no value for cancellation in connection with the consummation of the initial Business Combination; or (jf) in the event of the Company’s liquidation prior to the completion of its initial Business Combination; (g) by virtue of the laws of the Cayman Islands or the Sponsor’s constituent documents or the rights attaching to the equity interests in the Sponsor upon dissolution of the Sponsor; or (h) in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that, that in the case of clauses (a) through (he), these permitted transferees (the “Permitted Transfereespermitted transferees”) must enter into a written agreement with the Company agreeing to be bound by the these transfer restrictions in this Agreementrestrictions.

Private Placement Warrants. 2.6.1 The Private Placement Warrants (including the shares of Common Stock issuable upon exercise of the Private Placement Warrants) shall be identical to the Public Warrants, except that so long as they are held by the Founders Sponsor or any of their respective its Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) shall may not be subject to transferred, assigned or sold until thirty (30) days after the Lock-up completion by the Company of an initial Business Combination (as defined below), and (iii) with respect to Private Placement Warrants held by Cowen Investments, will not be exercisable more than five years from the effective date of the Registration Statement in accordance with FINRA Rule 5110(f)(2)(G)(i) and (iv) shall not be redeemable by the Company; provided, however, that in the case of (ii), the Private Placement Warrants and any shares of Common Stock held by the Founders Sponsor or any of their respective its Permitted Transferees and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any persons (including their affiliates and members) participating in the private placement or family members of any of the Private Placement UnitsCompany’s officers or directors, any member(s) of the Sponsor or any affiliates of the Sponsor; (b) to the Company’s officers, directors or employees; (c) in the case of an entity, as a distribution to its partners, stockholders or members upon liquidation; (d) in the case of an individual, by gift to a member of the individual’s immediate family, to a trust, the beneficiary of which is a member of the individual’s immediate family, or for estate planning purposesan affiliate of such person, or to a charitable organization; (ec) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (fd) in the case of an individual, pursuant to a qualified domestic relations order; (g) by pledges to secure obligations incurred in connection with purchases of the Company’s securities; (he) by private sales or transfers made in connection with the consummation of the Company’s initial Business Combination at prices no greater than the price at which the securities Warrants were originally purchased; (i) to the Company for no value for cancellation in connection with the consummation of the initial Business Combination; or (jf) in the event of the Company’s liquidation prior to the completion of the Company’s initial Business Combination; (g) by virtue of the laws of the state of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; or (i) in the event of the Company’s liquidation, merger, capital stock exchange, reorganization or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that, in the case of clauses (a) through (hg), these transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Private Placement Warrants. 2.6.1 The Private Placement Warrants (including the shares of Common Stock issuable upon exercise of the Private Placement Warrants) shall be identical to the Public Warrants, except that so long as they are held by the Founders TortoiseEcofin Borrower or any of their respective its Permitted Transferees (as defined below) ), the Private Placement Warrants: (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) shall may not be subject to transferred, assigned or sold until thirty (30) days after the Lock-up (as defined below), completion by the Company of an initial Business Combination and (iii) with respect to Private Placement Warrants held by Cowen Investments, will not be exercisable more than five years from the effective date of the Registration Statement in accordance with FINRA Rule 5110(f)(2)(G)(i) and (iv) shall not be redeemable by the CompanyCompany for cash pursuant to Section 6.1 hereof; provided, however, that in the case of (ii), the Private Placement Warrants and any shares of Common Stock Ordinary Shares held by the Founders TortoiseEcofin Borrower or any of their respective its Permitted Transferees and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any persons (including affiliates or family members of any of the Company’s officers or directors, any member(s) of the Sponsor or their affiliates, any affiliates of the Sponsor, any member(s) of TortoiseEcofin Borrower or their affiliates and members) participating in the private placement or any affiliates of the Private Placement UnitsTortoiseEcofin Borrower; (b) to the Company’s officers, directors or employees; (c) in the case of an entity, as a distribution to its partners, stockholders or members upon liquidation; (d) in the case of an individual, by gift to a member members of the individual’s immediate family, family or to a trust, the beneficiary of which is a member of one of the individual’s immediate family, an affiliate of such person or for estate planning purposesto a charitable organization; (ec) in the case of an individual, by virtue of laws of descent and distribution upon death of the individualsuch person; (fd) in the case of an individual, pursuant to a qualified domestic relations order; (ge) by pledges to secure obligations incurred in connection with purchases virtue of the Companylaws of the state of Delaware or TortoiseEcofin Borrower’s securitiesoperating agreement upon dissolution of TortoiseEcofin Borrower; (hf) by private sales or transfers made in connection with the consummation of the Company’s initial Business Combination at prices no greater than the price at which the securities Private Placement Warrants were originally purchased; (i) to the Company for no value for cancellation in connection with the consummation of the initial Business Combination; or (jg) in the event of the Company’s liquidation prior to the completion of the Company’s initial Business Combination; or (h) in the event of the Company’s completion of a liquidation, merger, share exchange, restructuring or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that, in the case of clauses (a) through (hf), these transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Private Placement Warrants. 2.6.1 The Private Placement Warrants (including the shares of Common Stock issuable upon exercise of the Private Placement Warrants) shall be identical to the Public Warrants, except that so long as they are held by the Founders Sponsor, EBC or any of their respective Permitted Transferees (as defined below): (i) the Private Placement Warrants: (i) Warrants may be exercised for cash or on a “cashless basis, ,” pursuant to subsection 3.3.1(c‎3.3.1(c) hereof, (ii) shall the Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) may not be subject to transferred, assigned or sold until thirty (30) days after the Lock-up (as defined below)completion by the Company of an initial Business Combination, and (iii) with respect to the Private Placement Warrants held by Cowen Investments, will not be exercisable more than five years from the effective date of the Registration Statement in accordance with FINRA Rule 5110(f)(2)(G)(i) and (iv) shall not be redeemable by the Company; provided, however, that in the case of clause (ii), the Private Placement Warrants and any Class A ordinary shares of Common Stock held by the Founders Sponsor, EBC or any of their respective Permitted Transferees and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any persons (including their affiliates and members) participating in the private placement or family members of any of the Private Placement UnitsCompany’s officers or directors, any members of the Sponsor or any affiliates of the Sponsor or any affiliates of EBC; (b) to the Company’s officers, directors or employees; (c) in the case of an entity, as a distribution to its partners, stockholders or members upon liquidation; (d) in the case of an individual, by gift to a member of the individual’s immediate family, or to a trust, the beneficiary of which is a member of the individual’s immediate familyfamily or an affiliate of such person, or for estate planning purposesto a charitable organization; (ec) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (fd) in the case of an individual, pursuant to a qualified domestic relations order; (g) by pledges to secure obligations incurred in connection with purchases of the Company’s securities; (he) by private sales or transfers made in connection with the consummation of the Company’s initial Business Combination at prices no greater than the price at which the securities were originally purchased; (i) to the Company for no value for cancellation in connection with the consummation of the initial Business Combination; or (jf) in the event of the Company’s liquidation prior to the Company’s completion of an initial Business Combination; (g) by virtue of the laws of the Cayman Islands or the Sponsor’s exempted limited partnership agreement, as amended from time to time, upon termination, winding-up and liquidation of the Sponsor; and (h) in the event of the Company’s completion of a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that, in the case of clauses (a) through (he) and (g), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Private Placement Warrants. 2.6.1 The Private Placement Warrants (including the shares of Common Stock issuable upon exercise of the Private Placement Warrants) shall be identical to the Public Warrants, except that so long as they are held by the Founders Sponsor or any of their respective its Permitted Transferees (as defined below): (i) the Private Placement Warrants: (i) Warrants may be exercised for cash or on a “cashless basis, ,” pursuant to subsection 3.3.1(c) hereof, (ii) shall the Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) may not be subject to transferred, assigned or sold until thirty (30) days after the Lock-up (as defined below)completion by the Company of an initial Business Combination, (iii) with respect to the Private Placement Warrants held by Cowen Investments, will not be exercisable more than five years from the effective date of the Registration Statement in accordance with FINRA Rule 5110(f)(2)(G)(i) and (iv) shall not be redeemable by the CompanyCompany and (iv) the Private Placement Warrants will be entitled to registration rights; provided, however, that in the case of (ii), the Private Placement Warrants and any Class A ordinary shares of Common Stock held by the Founders Sponsor or any of their respective its Permitted Transferees and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any persons (including their affiliates and members) participating in the private placement or family members of any of the Private Placement UnitsCompany’s officers or directors, any affiliates of the Sponsor or any member of the Sponsor or any of their affiliates; (b) to the Company’s officers, directors or employees; (c) in the case of an entity, as a distribution to its partners, stockholders or members upon liquidation; (d) in the case of an individual, by gift to a member of the individual’s immediate family, or to a trust, the beneficiary of which is a member of the individual’s immediate familyfamily or an affiliate of such person, or for estate planning purposesto a charitable organization; (ec) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (fd) in the case of an individual, pursuant to a qualified domestic relations order; (g) by pledges to secure obligations incurred in connection with purchases of the Company’s securities; (he) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of the Company’s initial Business Combination at prices no greater than the price at which the securities were originally purchased; (if) to the Company for no value for cancellation in connection with the consummation by virtue of the initial Business Combinationlaws of the Cayman Islands or the Sponsor’s limited liability company agreement, as amended from time to time, upon dissolution of the Sponsor; orand (jg) in the event of the Company’s liquidation prior to the Company’s completion of an initial Business Combination; (h) in the event of the Company’s completion of a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; ; (i) provided, however, that, in the case of clauses (a) through (hf), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this AgreementAgreement and the other restrictions contained in the letter agreement, dated as of the date hereof, by and among the Company, the Sponsor and other Insiders (as defined therein).

Private Placement Warrants. 2.6.1 The Private Placement Warrants (including the shares of Common Stock issuable upon exercise of the Private Placement Warrants) shall be identical to the Public Warrants, except that so long as they are held by the Founders Sponsor or any of their respective its Permitted Transferees (as defined below): (i) the Private Placement Warrants: (i) Warrants may be exercised for cash or on a “cashless basis, ,” pursuant to subsection 3.3.1(c‎3.3.1(c) hereof, (ii) shall the Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) may not be subject to transferred, assigned or sold until thirty (30) days after the Lock-up (as defined below)completion by the Company of an initial Business Combination, (iii) with respect to the Private Placement Warrants held by Cowen Investments, will not be exercisable more than five years from the effective date of the Registration Statement in accordance with FINRA Rule 5110(f)(2)(G)(i) and (iv) shall not be redeemable by the CompanyCompany and (iv) the Private Placement Warrants will be entitled to registration rights; provided, however, that in the case of (ii), the Private Placement Warrants and any Class A ordinary shares of Common Stock held by the Founders Sponsor or any of their respective its Permitted Transferees and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any persons (including their affiliates and members) participating in the private placement or family members of any of the Private Placement UnitsCompany’s officers or directors, any members of the Sponsor or any affiliates of the Sponsor; (b) to the Company’s officers, directors or employees; (c) in the case of an entity, as a distribution to its partners, stockholders or members upon liquidation; (d) in the case of an individual, by gift to a member of the individual’s immediate family, or to a trust, the beneficiary of which is a member of the individual’s immediate familyfamily or an affiliate of such person, or for estate planning purposesto a charitable organization; (ec) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (fd) in the case of an individual, pursuant to a qualified domestic relations order; (g) by pledges to secure obligations incurred in connection with purchases of the Company’s securities; (he) by private sales or transfers made in connection with the consummation of the Company’s initial Business Combination at prices no greater than the price at which the securities were originally purchased; (if) to the Company for no value for cancellation in connection with the consummation by virtue of the initial Business Combinationlaws of the Cayman Islands or the Sponsor’s limited liability company agreement, as amended from time to time, upon dissolution of the Sponsor; orand (jg) in the event of the Company’s liquidation prior to the Company’s completion of an initial Business Combination; (h) in the event of the Company’s completion of a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that, in the case of clauses (a) through (hf), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this AgreementAgreement and the other restrictions contained in the letter agreement, dated as of the date hereof, by and among the Company, the Sponsor and other Insiders (as defined therein).

Private Placement Warrants. 2.6.1 The Private Placement Warrants (including the shares of Common Stock issuable upon exercise of the Private Placement Warrants) shall be identical to the Public Warrants, except that that, so long as they are held by the Founders Sponsor or any of their respective its Permitted Transferees (as defined below) ), the Private Placement Warrants: (i) may be exercised for cash or on a “cashless basis, ,” pursuant to subsection 3.3.1(c) hereof, (ii) shall be subject to including the Lock-up (as defined below)Ordinary Shares issuable upon their exercise, (iii) with respect to Private Placement Warrants held by Cowen Investments, will may not be exercisable transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, involving the Company and one or more than five years from the effective date of the Registration Statement in accordance with FINRA Rule 5110(f)(2)(G)(ibusinesses (a “Business Combination”) and (iviii) shall not be redeemable by the CompanyCompany pursuant to Section 6.1 hereof; provided, however, that in the case of (ii), the Private Placement Warrants and any shares of Common Stock held by the Founders or any of their respective Permitted Transferees and Ordinary Shares issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to any persons (including their affiliates and members) participating in the private placement of the Private Placement Units; (b) to the Company’s officers, directors or employeesadvisors, any affiliate or family member of any of the Company’s officers, directors or advisors, any affiliate of the Sponsor, or any member of, or service providers to, the Sponsor or any of their affiliates; (c) in the case of an entity, as a distribution to its partners, stockholders or members upon liquidation; (db) in the case of an individual, by as a gift to a member of the individualsuch person’s immediate family, family or to a trust, the beneficiary of which is a member of the individualsuch person’s immediate family, an affiliate of such person or for estate planning purposesto a charitable organization; (ec) in the case of an individual, by virtue of the laws of descent and distribution upon death of the individualsuch person; (fd) in the case of an individual, pursuant to a qualified domestic relations order; (g) by pledges to secure obligations incurred in connection with purchases of the Company’s securities; (he) by private sales or transfers made in connection with the consummation of the Company’s initial Business Combination at prices no greater than the price at which the securities Private Placement Warrants or Ordinary Shares, as applicable, were originally purchased; (if) to the Company for no value for cancellation in connection with the consummation by virtue of the initial Business Combination; orlaws of the Cayman Islands or the Sponsor’s organizational documents upon dissolution of the Sponsor; (jg) in the event of the Company’s liquidation prior to the completion of its initial Business Combination; or (h) in the event of, subsequent to the completion of the Company’s initial Business Combination, the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the public shareholders having the right to exchange their Ordinary Shares for cash, securities or other property; provided, however, that, in the case of clauses (a) through (he), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Private Placement Warrants. 2.6.1 The Private Placement Warrants (including the shares of Common Stock issuable upon exercise of the Private Placement Warrants) shall be identical to the Public Warrants, except that so long as they are held by the Founders Sponsor or any of their respective its Permitted Transferees (as defined below) ), the Private Placement Warrants: (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) shall may not be subject to transferred, assigned or sold until thirty (30) days after the Lock-up (as defined below)completion by the Company of an initial Business Combination, and (iii) with respect to Private Placement Warrants held by Cowen Investments, will not be exercisable more than five years from the effective date of the Registration Statement in accordance with FINRA Rule 5110(f)(2)(G)(i) and (iv) shall not be redeemable by the Company; provided, however, that in the case of (ii), the Private Placement Warrants and any shares of Common Stock held by the Founders Sponsor or any of their respective its Permitted Transferees and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any persons (including their affiliates and members) participating in the private placement or family members of any of the Private Placement UnitsCompany’s officers or directors, any member(s) of the Sponsor or any affiliates of the Sponsor; (b) to the Company’s officers, directors or employees; (c) in the case of an entity, as a distribution to its partners, stockholders or members upon liquidation; (d) in the case of an individual, by gift to a member of the individual’s immediate family, to a trust, the beneficiary of which is a member of the individual’s immediate family, or for estate planning purposesan affiliate of such person, or to a charitable organization; (ec) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (fd) in the case of an individual, pursuant to a qualified domestic relations order; (g) by pledges to secure obligations incurred in connection with purchases of the Company’s securities; (he) by private sales or transfers made in connection with the consummation of the Company’s initial Business Combination at prices no greater than the price at which the securities Warrants were originally purchased; (if) to the Company for no value for cancellation in connection with the consummation by virtue of the initial Business Combination; orlaws of the state of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; (jg) in the event of the Company’s liquidation prior to the completion of the Company’s initial Business Combination; or (h) in the event of the Company’s completion of a liquidation, merger, capital stock exchange, reorganization or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that, in the case of clauses (a) through (hf), these transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Private Placement Warrants. 2.6.1 (a) The Private Placement Warrants (including the shares of Common Stock issuable upon exercise of the Private Placement Warrants) shall be identical to the Public Warrants, except that so long as they are held by the Founders Sponsor, the Anchor Investors or any of their respective Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c3.03(a)(i) hereof, (ii) shall may not be subject to transferred, assigned or sold until thirty (30) days after the Lock-up completion by the Company of an initial Business Combination (as defined below), and (iii) with respect to Private Placement Warrants held by Cowen Investments, will not be exercisable more than five years from the effective date of the Registration Statement in accordance with FINRA Rule 5110(f)(2)(G)(i) and (iv) shall not be redeemable by the Company; provided, however, that in the case of clause (ii), the Private Placement Warrants and any shares of Common Stock held by the Founders Sponsor, the Anchor Investors or any of their respective Permitted Transferees and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to any persons (including their affiliates and members) participating in the private placement of the Private Placement Units; (bi) to the Company’s officers, directors or employeesadvisors, any affiliates or family members of any of the Company’s officers, directors or advisors, any member(s) of the Sponsor or any affiliates of the Sponsor; (c) in the case of an entity, as a distribution to its partners, stockholders or members upon liquidation; (dii) in the case of an individual, by gift to a member of the individual’s immediate family, to a trust, the beneficiary of which is a member of the individual’s immediate family, or for estate planning purposesan affiliate of such person, or to a charitable organization; (eiii) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (fiv) in the case of an individual, pursuant to a qualified domestic relations order; (g) by pledges to secure obligations incurred in connection with purchases of the Company’s securities; (hv) by private sales or transfers made in connection with the consummation of the Company’s initial Business Combination at prices no greater than the price at which the securities Private Placement Warrants were originally purchased; (i) to the Company for no value for cancellation in connection with the consummation of the initial Business Combination; or (jvi) in the event of the Company’s liquidation prior to the completion of the Company’s initial Business Combination; (vii) by virtue of the laws of the state of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; (viii) to the Anchor Investors’ affiliates, to any investment fund or other entity controlled or managed by the Anchor Investors, or to any investment manager or investment advisor of the Anchor Investors or an affiliate of any such investment manager or investment advisor; or (ix) subsequent to the completion of the Company’s initial Business Combination, in the event of the Company’s liquidation, merger, capital stock exchange, reorganization or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property; provided, however, that, in the case of clauses (ai) through (hviii), these transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Private Placement Warrants. 2.6.1 The Private Placement Warrants (including the shares of Common Stock issuable upon exercise of the Private Placement Warrants) shall be identical to the Public Warrants, except that so long as they are held by the Founders Sponsor or any of their respective its Permitted Transferees (as defined below): (i) the Private Placement Warrants: (i) Warrants may be exercised for cash or on a “cashless basis, ,” pursuant to subsection 3.3.1(c) hereof, (ii) shall the Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) may not be subject to transferred, assigned or sold until thirty (30) days after the Lock-up (as defined below)completion by the Company of an initial Business Combination, (iii) with respect to the Private Placement Warrants held by Cowen Investments, will not be exercisable more than five years from the effective date of the Registration Statement in accordance with FINRA Rule 5110(f)(2)(G)(i) and (iv) shall not be redeemable by the CompanyCompany and (iv) the Private Placement Warrants will be entitled to registration rights; provided, however, that in the case of (ii), the Private Placement Warrants and any Class A ordinary shares of Common Stock held by the Founders Sponsor or any of their respective its Permitted Transferees and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any persons (including their affiliates and members) participating in the private placement or family members of any of the Private Placement UnitsCompany’s officers or directors, any members of the Sponsor or any affiliates of the Sponsor; (b) to the Company’s officers, directors or employees; (c) in the case of an entity, as a distribution to its partners, stockholders or members upon liquidation; (d) in the case of an individual, by gift to a member of the individual’s immediate family, or to a trust, the beneficiary of which is a member of the individual’s immediate familyfamily or an affiliate of such person, or for estate planning purposesto a charitable organization; (ec) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (fd) in the case of an individual, pursuant to a qualified domestic relations order; (g) by pledges to secure obligations incurred in connection with purchases of the Company’s securities; (he) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of the Company’s initial Business Combination at prices no greater than the price at which the securities were originally purchased; (if) to the Company for no value for cancellation in connection with the consummation by virtue of the initial Business Combinationlaws of the Cayman Islands or the Sponsor’s limited liability company agreement, as amended from time to time, upon dissolution of the Sponsor; orand (jg) in the event of the Company’s liquidation prior to the Company’s completion of an initial Business Combination; (h) in the event of the Company’s completion of a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that, in the case of clauses (a) through (hf), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Private Placement Warrants. 2.6.1 The Private Placement Warrants (including the shares of Common Stock issuable upon exercise of the Private Placement Warrants) shall be identical to the Public Warrants, except that so long as they are held by the Founders Initial Stockholders or any of their respective its Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a “cashless basis, ,” pursuant to subsection 3.3.1(c) hereof, (ii) shall including the shares of Class A common stock issuable upon exercise of the Private Placement Warrants, may not be subject to transferred, assigned or sold until thirty (30) days after the Lock-up (as defined below), completion by the Company of an initial Business Combination and (iii) with respect to Private Placement Warrants held by Cowen Investments, will not be exercisable more than five years from the effective date of the Registration Statement in accordance with FINRA Rule 5110(f)(2)(G)(i) and (iv) shall not be redeemable by the CompanyCompany pursuant to Section 6 hereof; provided, however, that in the case of clause (ii), the Private Placement Warrants and any shares of Common Stock Class A common stock held by the Founders an Initial Stockholder or any of their respective its Permitted Transferees and that are issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to any persons (including their affiliates and members) participating in the private placement of the Private Placement Units; (bi) to the Company’s officersofficers or directors, directors any affiliates or employeesfamily members of any of the Company’s officers or directors, any members of an Initial Stockholder or its affiliates, any affiliates of an Initial Stockholder or any employees of such affiliates; (c) in the case of an entity, as a distribution to its partners, stockholders or members upon liquidation; (dii) in the case of an individual, by gift to a member of the individual’s immediate family, or to a trust, the beneficiary of which is a member of one of the individual’s immediate family, or for estate planning purposesan affiliate of such person, or to a charitable organization; (eiii) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (fiv) in the case of an individual, pursuant to a qualified domestic relations order; (g) by pledges to secure obligations incurred in connection with purchases of the Company’s securities; (hv) by private sales or transfers made in connection with the consummation of the Company’s initial Business Combination at prices no greater than the price at which the securities securities, were originally purchased; (ivi) by virtue of the applicable organizational documents of an Initial Stockholder upon dissolution of such Initial Stockholder; (vii) as a distributions to members of an Initial Stockholder; (viii) by virtue of the laws of the State of Delaware or either of an Initial Stockholder’s organizational documents upon liquidation or dissolution of an Initial Stockholder; (ix) to the Company for no value for cancellation in connection with the consummation completion of the its initial Business Combination; or; (jx) in the event of the Company’s liquidation prior to the Company’s completion of its initial Business Combination; or (xi) in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their shares of Class A common stock for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that, that in the each case of (except for clauses (a) through (hi), these transferees (j) or (k) or with the prior written consent of the Company) prior to such registration for transfer, the Warrant Agent shall be presented with written documentation pursuant to which each permitted transferee (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the these transfer restrictions in this Agreementrestrictions.

Private Placement Warrants. 2.6.1 The Private Placement Warrants (including the shares of Common Stock issuable upon exercise of the Private Placement Warrants) shall be identical to the Public Warrants, except that so long as they are held by the Founders Sponsor or any of their respective its Permitted Transferees (as defined below): (i) the Private Placement Warrants: (i) Warrants may be exercised for cash or on a “cashless basis, ,” pursuant to subsection 3.3.1(c‎3.3.1(c) hereof, (ii) shall the Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) may not be subject to transferred, assigned or sold until thirty (30) days after the Lock-up (as defined below)completion by the Company of an initial Business Combination, and (iii) with respect to the Private Placement Warrants held by Cowen Investments, will not be exercisable more than five years from the effective date of the Registration Statement in accordance with FINRA Rule 5110(f)(2)(G)(i) and (iv) shall not be redeemable by the Company; provided, however, that in the case of clause (ii), the Private Placement Warrants and any Class A ordinary shares of Common Stock held by the Founders Sponsor or any of their respective its Permitted Transferees and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any persons (including their affiliates and members) participating in the private placement or family members of any of the Private Placement UnitsCompany’s officers or directors, any members of the Sponsor or any affiliates of the Sponsor; (b) to the Company’s officers, directors or employees; (c) in the case of an entity, as a distribution to its partners, stockholders or members upon liquidation; (d) in the case of an individual, by gift to a member of the individual’s immediate family, or to a trust, the beneficiary of which is a member of the individual’s immediate familyfamily or an affiliate of such person, or for estate planning purposesto a charitable organization; (ec) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (fd) in the case of an individual, pursuant to a qualified domestic relations order; (g) by pledges to secure obligations incurred in connection with purchases of the Company’s securities; (he) by private sales or transfers made in connection with the consummation of the Company’s initial Business Combination at prices no greater than the price at which the securities were originally purchased; (i) to the Company for no value for cancellation in connection with the consummation of the initial Business Combination; or (jf) in the event of the Company’s liquidation prior to the Company’s completion of an initial Business Combination; (g) by virtue of the laws of the Cayman Islands or the Sponsor’s exempted limited partnership agreement, as amended from time to time, upon termination, winding-up and liquidation of the Sponsor; and (h) in the event of the Company’s completion of a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that, in the case of clauses (a) through (he) and (g), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Private Placement Warrants. 2.6.1 The Private Placement Warrants (including the shares of Common Stock issuable upon exercise of the Private Placement Warrants) shall be identical to the Public Warrants, except that so long as they are held by the Founders Sponsor or any of their respective its Permitted Transferees (as defined below): (i) the Private Placement Warrants: (i) Warrants may be exercised for cash or on a “cashless basis, ,” pursuant to subsection 3.3.1(c‎3.3.1(c) hereof, (ii) shall the Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) may not be subject to transferred, assigned or sold until thirty (30) days after the Lock-up (as defined below)completion by the Company of an initial Business Combination, (iii) with respect to the Private Placement Warrants held by Cowen Investments, will not be exercisable more than five years from the effective date of the Registration Statement in accordance with FINRA Rule 5110(f)(2)(G)(i) and (iv) shall not be redeemable by the CompanyCompany and (iv) the Private Placement Warrants will be entitled to registration rights; provided, however, that in the case of (ii), the Private Placement Warrants and any Class A ordinary shares of Common Stock held by the Founders Sponsor or any of their respective its Permitted Transferees and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any persons (including their affiliates and members) participating in the private placement or family members of any of the Private Placement UnitsCompany’s officers or directors, any members of the Sponsor or any affiliates of the Sponsor; (b) to the Company’s officers, directors or employees; (c) in the case of an entity, as a distribution to its partners, stockholders or members upon liquidation; (d) in the case of an individual, by gift to a member of the individual’s immediate family, or to a trust, the beneficiary of which is a member of the individual’s immediate familyfamily or an affiliate of such person, or for estate planning purposesto a charitable organization; (ec) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (fd) in the case of an individual, pursuant to a qualified domestic relations order; (g) by pledges to secure obligations incurred in connection with purchases of the Company’s securities; (he) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of the Company’s initial Business Combination at prices no greater than the price at which the securities were originally purchased; (if) to the Company for no value for cancellation in connection with the consummation by virtue of the initial Business Combinationlaws of the Cayman Islands or the Sponsor’s limited liability company agreement, as amended from time to time, upon dissolution of the Sponsor; orand (jg) in the event of the Company’s liquidation prior to the Company’s completion of an initial Business Combination; (h) in the event of the Company’s completion of a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that, in the case of clauses (a) through (hf), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Private Placement Warrants. 2.6.1 (a) The Private Placement Warrants (including the shares of Common Stock issuable upon exercise of the Private Placement Warrants) shall be identical to the Public Warrants, except that so long as they are held by the Founders Sponsor or any of their respective its Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c3.03(a)(i) hereof, (ii) shall may not be subject to transferred, assigned or sold until thirty (30) days after the Lock-up completion by the Company of an initial Business Combination (as defined below), and (iii) with respect to Private Placement Warrants held by Cowen Investments, will not be exercisable more than five years from the effective date of the Registration Statement in accordance with FINRA Rule 5110(f)(2)(G)(i) and (iv) shall not be redeemable by the Company; provided, however, that in the case of clause (ii), the Private Placement Warrants and any shares of Common Stock held by the Founders Sponsor or any of their respective its Permitted Transferees and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to any persons (including their affiliates and members) participating in the private placement of the Private Placement Units; (bi) to the Company’s officers, directors or employeesadvisors, any affiliates or family members of any of the Company’s officers, directors or advisors, any member(s) of the Sponsor or any affiliates of the Sponsor; (c) in the case of an entity, as a distribution to its partners, stockholders or members upon liquidation; (dii) in the case of an individual, by gift to a member of the individual’s immediate family, to a trust, the beneficiary of which is a member of the individual’s immediate family, or for estate planning purposesan affiliate of such person, or to a charitable organization; (eiii) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (fiv) in the case of an individual, pursuant to a qualified domestic relations order; (g) by pledges to secure obligations incurred in connection with purchases of the Company’s securities; (hv) by private sales or transfers made in connection with the consummation of the Company’s initial Business Combination at prices no greater than the price at which the securities Private Placement Warrants were originally purchased; (i) to the Company for no value for cancellation in connection with the consummation of the initial Business Combination; or (jvi) in the event of the Company’s liquidation prior to the completion of the Company’s initial Business Combination; (vii) by virtue of the laws of the state of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; or (viii) subsequent to the completion of the Company’s initial Business Combination, in the event of the Company’s liquidation, merger, capital stock exchange, reorganization or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property; provided, however, that, in the case of clauses (ai) through (hvii), these transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Private Placement Warrants. 2.6.1 2.7.1 The Private Placement Warrants (including the shares of Common Stock issuable upon exercise of the Private Placement Warrants) shall be identical to the Public Redeemable Warrants, except that so long as they are held by the Founders Sponsor or any of their respective its Permitted Transferees (as defined below) the Private 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 including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be subject to transferred, assigned or sold until thirty (30) days after the Lock-up (as defined below), completion by the Company of an initial Business Combination and (iii) with respect to Private Placement Warrants held by Cowen Investments, will not be exercisable more than five years from the effective date of the Registration Statement in accordance with FINRA Rule 5110(f)(2)(G)(i) and (iv) shall not be redeemable by the CompanyCompany pursuant to Section 6.1 hereof; provided, however, that in the case of (ii), the Private Placement Warrants and any shares of Common Stock held by the Founders or any of their respective Permitted Transferees and Ordinary Shares issued upon exercise of the Private Placement Warrants held by the Sponsor or any of its Permitted Transferees (as defined below) may be transferred by the holders thereof: (a) to the Company’s officers or directors, any persons (including their affiliates and members) participating in the private placement or family members of any of the Private Placement UnitsCompany’s officers or directors, any members of the Sponsor, or any affiliates of the Sponsor; (b) to the Company’s officers, directors or employees; (c) in the case of an entity, as a distribution to its partners, stockholders or members upon liquidation; (d) in the case of an individual, by gift to a member of one of the individual’s immediate family, family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or for estate planning purposesto a charitable organization; (ec) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (fd) in the case of an individual, pursuant to a qualified domestic relations order; (g) by pledges to secure obligations incurred in connection with purchases of the Company’s securities; (he) by private sales or transfers made in connection with the consummation of the Company’s initial a Business Combination at prices no greater than the price at which the securities Private Placement Warrants or Ordinary Shares, as applicable, were originally purchased; (if) by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of the Company’s initial Business Combination; or; (jh) in the event of the Company’s liquidation prior to the completion of its initial Business Combination; or (i) in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the Public Shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that, in the case of clauses (a) through (hd), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by these transfer restrictions and the transfer other restrictions in this Agreement.

Private Placement Warrants. 2.6.1 The Private Placement Warrants (including the shares of Common Stock issuable upon exercise of the Private Placement Warrants) shall be identical to the Public Warrants, except that so long as they are held by the Founders Sponsor or any of their respective Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) shall may not be subject to transferred, assigned or sold until thirty (30) days after the Lock-up completion by the Company of an initial Business Combination (as defined below), and (iii) with respect to Private Placement Warrants held by Cowen Investments, will not be exercisable more than five years from the effective date of the Registration Statement in accordance with FINRA Rule 5110(f)(2)(G)(i) and (iv) shall not be redeemable by the CompanyCompany (except as set forth in Section 6, below); provided, however, that in the case of (ii), the Private Placement Warrants and any shares of Common Stock held by the Founders Sponsor or any of their respective Permitted Transferees Transferees, as applicable, and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any persons (including their affiliates and members) participating in the private placement or family members of any of the Private Placement UnitsCompany’s officers or directors, any members of the Sponsor or any of their affiliates; (b) to the Company’s officers, directors or employees; (c) in the case of an entity, as a distribution to its partners, stockholders or members upon liquidation; (d) in the case of an individual, transfers by gift to a member of the individual’s immediate family, to a trust, the beneficiary of which is a member of the individual’s immediate familyfamily or an affiliate of such person, or for estate planning purposesto a charitable organization; (ec) in the case of an individual, transfers by virtue of laws of descent and distribution upon death of the individual; (fd) in the case of an individual, transfers pursuant to a qualified domestic relations order; (ge) by pledges to secure obligations incurred in connection with purchases of the Company’s securities; (h) transfers by private sales or transfers made in connection with the consummation of the Company’s initial a Business Combination at prices no greater than the price at which the securities were originally purchased; (if) to the Company for no value for cancellation in connection with the consummation of the initial Business Combination; or (j) transfers in the event of the Company’s liquidation prior to the completion of an initial Business Combination; (g) transfers by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; (h) in the event of the Company’s completion of a liquidation, merger, stock exchange, reorganization or other similar transaction which results in all of the Company’s public stockholders having the right to exchange their shares of Common Stock for cash, securities or other property subsequent to the completion of the initial Business Combination; and (i) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (a) through (h) above; provided, however, that, that in the case of clauses (a) through (he) and (i), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Private Placement Warrants. 2.6.1 The Private Placement Warrants (including the shares of Common Stock issuable upon exercise of the Private Placement Warrants) shall be identical to the Public Warrants, except that that, so long as they are held by the Founders Sponsor or any of their respective its Permitted Transferees (as defined below) ), the Private Placement Warrants: (i) may be exercised for cash or on a “cashless basis, ,” pursuant to subsection 3.3.1(c) hereof, (ii) shall including the Ordinary Shares issuable upon their exercise, may not be subject to transferred, assigned or sold until thirty (30) days after the Lock-up (as defined below), completion by the Company of an initial Business Combination and (iii) with respect to Private Placement Warrants held by Cowen Investments, will not be exercisable more than five years from the effective date of the Registration Statement in accordance with FINRA Rule 5110(f)(2)(G)(i) and (iv) shall not be redeemable by the CompanyCompany pursuant to Section 6.1 hereof; provided, however, that in the case of (ii), the Private Placement Warrants and any shares of Common Stock held by the Founders or any of their respective Permitted Transferees and Ordinary Shares issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any persons (including their affiliates and members) participating in the private placement affiliate or family member of any of the Private Placement UnitsCompany’s officers or directors, any affiliate of the Sponsor, or any member of, or service providers to, the Sponsor or any of their affiliates; (b) to the Company’s officers, directors or employees; (c) in the case of an entity, as a distribution to its partners, stockholders or members upon liquidation; (d) in the case of an individual, by as a gift to a member of the individualsuch person’s immediate family, family or to a trust, the beneficiary of which is a member of the individualsuch person’s immediate family, an affiliate of such person or for estate planning purposesto a charitable organization; (ec) in the case of an individual, by virtue of the laws of descent and distribution upon death of the individualsuch person; (fd) in the case of an individual, pursuant to a qualified domestic relations order; (g) by pledges to secure obligations incurred in connection with purchases of the Company’s securities; (he) by private sales or transfers made in connection with the consummation of the Company’s initial Business Combination at prices no greater than the price at which the securities Private Placement Warrants or Ordinary Shares, as applicable, were originally purchased; (if) to the Company for no value for cancellation in connection with the consummation by virtue of the initial Business Combination; orlaws of the Cayman Islands or the Sponsor’s organizational documents upon dissolution of the Sponsor; (jg) in the event of the Company’s liquidation prior to the completion of its initial Business Combination; or (h) in the event of, subsequent to the completion of the Company’s initial Business Combination, the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the public shareholders having the right to exchange their Ordinary Shares for cash, securities or other property; provided, however, that, in the case of clauses (a) through (he), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Private Placement Warrants. 2.6.1 The Private Placement Warrants (including the shares of Common Stock issuable upon exercise of the Private Placement Warrants) shall be identical to the Public Warrants, except that so long as they are held by the Founders Sponsor or any of their respective its Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) shall may not be subject to transferred, assigned or sold until thirty (30) days after the Lock-up completion by the Company of an initial Business Combination (as defined below), and (iii) with respect to Private Placement Warrants held by Cowen Investments, will not be exercisable more than five years from the effective date of the Registration Statement in accordance with FINRA Rule 5110(f)(2)(G)(i) and (iv) shall not be redeemable by the Company; provided, however, that in the case of (ii), the Private Placement Warrants and any shares of Common Stock held by the Founders Sponsor or any of their respective its Permitted Transferees and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any persons (including their affiliates and members) participating in the private placement or family members of any of the Private Placement UnitsCompany’s officers or directors, any members of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates; (b) to the Company’s officers, directors or employees; (c) in the case of an entity, as a distribution to its partners, stockholders or members upon liquidation; (d) in the case of an individual, by gift to a member of one of the members of the individual’s immediate family, family or to a trust, the beneficiary of which is a member of one of the individual’s immediate family, an affiliate of such person or for estate planning purposesto a charitable organization; (ec) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (fd) in the case of an individual, pursuant to a qualified domestic relations order; (g) by pledges to secure obligations incurred in connection with purchases of the Company’s securities; (he) by private sales or transfers made in connection with the consummation of the Company’s initial Business Combination at prices no greater than the price at which the securities Warrants were originally purchased; (i) to the Company for no value for cancellation in connection with the consummation of the initial Business Combination; or (jf) in the event of the Company’s liquidation prior to the completion of the Company’s initial Business Combination; or (g) by virtue of the laws of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; (h) to the Company for no value for cancellation in connection with the consummation of our initial Business Combination; or (i) in the event of the Company’s liquidation, merger, capital stock exchange, reorganization or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that, that in the case of clauses (a) through (he), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the these transfer restrictions in this Agreementrestrictions.

Private Placement Warrants. 2.6.1 The Private Placement Warrants (including the shares of Common Stock issuable upon exercise of the Private Placement Warrants) and Working Capital Warrants shall be identical to the Public Warrants, except that so long as they are held by the Founders or any of their respective Permitted Transferees (as defined below) the Private Placement Warrants and Working Capital Warrants: (i) shall not be redeemable by the Company; (ii) may not (including the Class A Shares issued upon exercise of the Private Placement Warrants and Working Capital Warrants) be transferred, assigned or sold until the date that is thirty (30) days after the completion by the Company of an initial Business Combination; (iii) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) shall be subject to the Lock-up (as defined below), (iii) with respect to Private Placement Warrants held by Cowen Investments, will not be exercisable more than five years from the effective date of the Registration Statement in accordance with FINRA Rule 5110(f)(2)(G)(i) ; and (iv) shall are not be redeemable by subject to the Companycashless exercise provisions of Section 7.4(b); provided, however, that in notwithstanding the case provisions of clause (ii), the Private Placement Warrants and Working Capital Warrants and any shares of Common Stock held by the Founders or any of their respective Permitted Transferees and Class A Shares issued upon exercise of the Private Placement Warrants and Working Capital Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any persons (including their affiliates and members) participating in the private placement affiliate or family member of any of the Private Placement UnitsCompany’s officers or directors, any members or partners of the Sponsor or the Representative or their respective affiliates, any affiliates of the Sponsor or Representative, or any employees of such affiliates; (b) to the Company’s officers, directors or employees; (c) in the case of an entity, as a distribution to its partners, stockholders or members upon liquidation; (d) in the case of an individual, by gift to a member of the such individual’s immediate family, family or to a trust, the beneficiary of which is a member of the such individual’s immediate family, an affiliate of such individual or for estate planning purposesto a charitable organization; (ec) in the case of an individual, by virtue of the laws of descent and distribution upon death of the individualsuch person; (fd) in the case of an individual, pursuant to a qualified domestic relations order; (g) by pledges to secure obligations incurred in connection with purchases of the Company’s securities; (he) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of the Company’s an initial Business Combination at prices no greater than the price at which the securities Class A Shares or Warrants were originally purchased; (if) to the Company for no value for cancellation in connection with the consummation by virtue of the initial Business Combination; orlaws of the Cayman Islands, Delaware or the limited liability company agreement of the Sponsor upon dissolution of the Sponsor or the limited liability company agreement of the Representative upon dissolution of the Representative; (jg) in the event of the Company’s liquidation prior to the completion consummation of a Business Combination; and (h) in the Company’s event that, subsequent to the consummation of an initial Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their Class A Shares for cash, securities or other property; provided, however, that, in the case of clauses (a) through (hf), these transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this AgreementAgreement and the other restrictions contained in the letter agreement, dated as of the date hereof, by and among the Company, the Sponsor, the Representative and the Company’s officers and directors.

Private Placement Warrants. 2.6.1 The Private Placement Warrants (including the shares of Common Stock issuable upon exercise of the Private Placement Warrants) shall be identical to the Public Warrants, except that so long as they are held by the Founders Sponsor or any of their respective its Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a “cashless basis, ,” pursuant to subsection 3.3.1(c) hereof, (ii) shall may not be subject to transferred, assigned or sold until thirty (30) days after the Lock-up completion by the Company of an initial Business Combination (as defined below), and (iii) with respect to Private Placement Warrants held by Cowen Investments, will not be exercisable more than five years from the effective date of the Registration Statement in accordance with FINRA Rule 5110(f)(2)(G)(i) and (iv) shall not be redeemable by the Company; provided, however, that in the case of (ii), the Private Placement Warrants and any shares of Common Stock held by the Founders or any of their respective Permitted Transferees and Ordinary Shares issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any persons (including their affiliates and members) participating in the private placement or family members of the Private Placement UnitsCompany’s officers or directors, any members of the Sponsor or any affiliates of the Sponsor; (b) to the Company’s officers, directors or employees; (c) in the case of an entity, as a distribution to its partners, stockholders or members upon liquidation; (d) in the case of an individual, by gift to a member of the individual’s immediate family, or to a trust, the beneficiary of which is a member of the individual’s immediate familyfamily or an affiliate of such person, or for estate planning purposesto a charitable organization; (ec) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (fd) in the case of an individual, pursuant to a qualified domestic relations order; (g) by pledges to secure obligations incurred in connection with purchases of the Company’s securities; (he) by private sales or transfers made in connection with the consummation of the Company’s initial Business Combination at prices no greater than the price at which the securities shares were originally purchased; (i) to the Company for no value for cancellation in connection with the consummation of the initial Business Combination; or (jf) in the event of the Company’s liquidation prior to the Company’s completion of an initial Business Combination; (g) by virtue of the laws of the Cayman Islands or the Sponsor’s memorandum and articles of association, as amended and restated, upon dissolution of the Sponsor; and (h) in the event of the Company’s completion of a liquidation, merger, share exchange, reorganization or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that, in the case of clauses (a) through (he), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Private Placement Warrants. 2.6.1 The Private Placement Warrants (including the shares of Common Stock issuable upon exercise of the Private Placement Warrants) shall be identical to the Public Warrants, except that so long as they are held by the Founders Sponsor or any of their respective its Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a “cashless basis, ,” pursuant to subsection 3.3.1(c) hereof, (ii) shall may not be subject to transferred, assigned or sold until the Lock-up date that is thirty (as defined below)30) days after the completion by the Company of an initial Business Combination, and (iii) with respect to Private Placement Warrants held by Cowen Investments, will not be exercisable more than five years from the effective date of the Registration Statement in accordance with FINRA Rule 5110(f)(2)(G)(i) and (iv) shall not be redeemable by the Company; provided, however, that in the case of clause (ii), the Private Placement Warrants and any shares of Common Stock held by the Founders Sponsor or any of their respective its Permitted Transferees and that are issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any persons (including their affiliates and members) participating in the private placement or family members of any of the Private Placement UnitsCompany’s officers or directors, any affiliate of the Sponsor or any employees of such affiliates, or to any member(s) of the Sponsor or any affiliates of such members; (b) to the Company’s officers, directors or employees; (c) in the case of an entity, as a distribution to its partners, stockholders or members upon liquidation; (d) in the case of an individual, by gift to a member of the such individual’s immediate family, family or to a trust, the beneficiary of which is a member of the such individual’s immediate family, or for estate planning purposesan affiliate of such individual or to a charitable organization; (ec) in the case of an individual, by virtue of the laws of descent and distribution upon death of the such individual; (fd) in the case of an individual, pursuant to a qualified domestic relations order; (g) by pledges to secure obligations incurred in connection with purchases of the Company’s securities; (he) by private sales or transfers made in connection with the consummation of the Company’s an initial Business Combination at prices no greater than the price at which the securities were originally purchased; (f) in the event of the Company’s liquidation prior to consummation of the Company’s initial Business Combination; (g) by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; (h) as distributions to direct or indirect members of the Sponsor; (i) to the Company for no value for cancellation in connection with the consummation completion of the its initial Business Combination; or (j) in the event of the Company’s liquidation prior to the completion liquidation, merger, capital stock exchange, reorganization or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property subsequent to the Company’s completion of its initial Business Combination; provided, however, that, in the each case of (except for clauses (a) through (hf), these transferees (i) or (j) or with the prior written consent of the Company) prior to such registration for transfer, the Warrant Agent shall be presented with written documentation pursuant to which any such transferee (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Private Placement Warrants. 2.6.1 The Private Placement Warrants (including the shares of Common Stock issuable upon exercise of the Private Placement Warrants) shall be identical to the Public Warrants, except that so long as they are held by the Founders Sponsor or any of their respective its Permitted Transferees (as defined below): (i) the Private Placement Warrants: (i) Warrants may be exercised for cash or on a “cashless basis, ,” pursuant to subsection 3.3.1(c‎3.3.1(c) hereof, (ii) shall the Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) may not be subject to transferred, assigned or sold until thirty (30) days after the Lock-up (as defined below)completion by the Company of an initial Business Combination, and (iii) with respect to the Private Placement Warrants held by Cowen Investments, will not be exercisable more than five years from the effective date of the Registration Statement in accordance with FINRA Rule 5110(f)(2)(G)(i) and (iv) shall not be redeemable by the Company; provided, however, that in the case of (ii), the Private Placement Warrants and any Class A ordinary shares of Common Stock held by the Founders Sponsor or any of their respective its Permitted Transferees and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any persons (including their affiliates and members) participating in the private placement or family members of any of the Private Placement UnitsCompany’s officers or directors, any members of the Sponsor or any affiliates of the Sponsor; (b) to the Company’s officers, directors or employees; (c) in the case of an entity, as a distribution to its partners, stockholders or members upon liquidation; (d) in the case of an individual, by gift to a member of the individual’s immediate family, or to a trust, the beneficiary of which is a member of the individual’s immediate familyfamily or an affiliate of such person, or for estate planning purposesto a charitable organization; (ec) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (fd) in the case of an individual, pursuant to a qualified domestic relations order; (g) by pledges to secure obligations incurred in connection with purchases of the Company’s securities; (he) by private sales or transfers made in connection with the consummation of the Company’s initial Business Combination at prices no greater than the price at which the securities were originally purchased; (i) to the Company for no value for cancellation in connection with the consummation of the initial Business Combination; or (jf) in the event of the Company’s liquidation prior to the Company’s completion of an initial Business Combination; (g) by virtue of the laws of Delaware or the Sponsor’s limited liability company agreement, as amended from time to time, upon dissolution of the Sponsor; and (h) in the event of the Company’s completion of a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that, in the case of clauses (a) through (he) and (g), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Private Placement Warrants. 2.6.1 The Private Placement Warrants (including the shares of Common Stock issuable upon exercise of the Private Placement Warrants) shall be identical to the Public Warrants, except that so long as they are held by the Founders Sponsor or any of their respective its Permitted Transferees (as defined below): (i) the Private Placement Warrants: (i) Warrants may be exercised for cash or on a “cashless basis, ,” pursuant to subsection 3.3.1(c‎3.3.1(c) hereof, (ii) shall the Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) may not be subject to transferred, assigned or sold until thirty (30) days after the Lock-up (as defined below)completion by the Company of an initial Business Combination, (iii) with respect to the Private Placement Warrants held by Cowen Investments, will not be exercisable more than five years from the effective date of the Registration Statement in accordance with FINRA Rule 5110(f)(2)(G)(i) and (iv) shall not be redeemable by the CompanyCompany and (iv) the Private Placement Warrants will be entitled to registration rights; provided, however, that in the case of (ii), the Private Placement Warrants and any Class A ordinary shares of Common Stock held by the Founders Sponsor or any of their respective its Permitted Transferees and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any persons (including their affiliates and members) participating in the private placement or family members of any of the Private Placement UnitsCompany’s officers or directors, any members of the Sponsor or any affiliates of the Sponsor; (b) to the Company’s officers, directors or employees; (c) in the case of an entity, as a distribution to its partners, stockholders or members upon liquidation; (d) in the case of an individual, by gift to a member of the individual’s immediate family, or to a trust, the beneficiary of which is a member of the individual’s immediate familyfamily or an affiliate of such person, or for estate planning purposesto a charitable organization; (ec) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (fd) in the case of an individual, pursuant to a qualified domestic relations order; (g) by pledges to secure obligations incurred in connection with purchases of the Company’s securities; (he) by private sales or transfers made in connection with the consummation of the Company’s initial Business Combination at prices no greater than the price at which the securities were originally purchased; (if) to the Company for no value for cancellation in connection with the consummation by virtue of the initial Business Combinationlaws of the Cayman Islands or the Sponsor’s limited liability company agreement, as amended from time to time, upon dissolution of the Sponsor; orand (jg) in the event of the Company’s liquidation prior to the Company’s completion of an initial Business Combination; (h) in the event of the Company’s completion of a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that, in the case of clauses (a) through (hf), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Private Placement Warrants. 2.6.1 The Private Placement Warrants (including the shares of Common Stock issuable upon exercise of the Private Placement Warrants) shall be identical to the Public Warrants, except that so long as they are held by the Founders Sponsor or any of their respective its Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) shall may not be subject to transferred, assigned or sold until thirty (30) days after the Lock-up completion by the Company of an initial Business Combination (as defined below), and (iii) with respect to Private Placement Warrants held by Cowen Investments, will not be exercisable more than five years from the effective date of the Registration Statement in accordance with FINRA Rule 5110(f)(2)(G)(i) and (iv) shall not be redeemable by the Company; provided, however, that in the case of (ii), the Private Placement Warrants and any shares of Common Stock held by the Founders or any members of their respective Permitted Transferees the Sponsor and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to any persons (including their affiliates and members) participating in the private placement of the Private Placement Units; (b) to the Company’s officers, directors or employees; (c) in the case of an entity, as a distribution to its partners, stockholders or members upon liquidation; (d) in the case of an individual, by gift to a member of the individualsuch person’s immediate family, family or to a trust, the beneficiary of which is a member of the individualsuch person’s immediate family, an affiliate of such person or for estate planning purposesto a charitable organization; (eb) in to the case Company’s officers or directors, any affiliate or family member of an individualany of the Company’s officers or directors, any affiliate of the Sponsor or to any member(s) of the Sponsor or any of their affiliates; (c) by virtue of the laws of descent and distribution upon death of the individualsuch person; (fd) in the case of an individual, pursuant to a qualified domestic relations order; (ge) by pledges to secure obligations incurred in connection with purchases any descendent of the Company’s securitiesL▇▇▇▇▇▇▇ ▇. ▇▇▇▇ or C▇▇▇▇ ▇▇▇▇; (hf) by virtue of the laws of the state of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; (g) through private sales or transfers made in connection with the consummation of the Company’s initial Business Combination at prices no greater than the price at which the securities Warrants were originally purchased; (i) to the Company for no value for cancellation in connection with the consummation of the initial Business Combination; or (jh) in the event of the Company’s liquidation prior to the completion consummation of the Company’s initial Business Combination; or (i) in the event that, subsequent to the consummation of the Company’s initial Business Combination, the Company consummates a merger, stock exchange or other similar transaction that results in all of the holders of the Company’s equity securities issued in the Offering having the right to exchange their shares of Common Stock for cash, securities or other property; provided, however, that, in the case of clauses (a) through (hg), these transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Private Placement Warrants. 2.6.1 The Private Placement Warrants (including the shares of Common Stock issuable upon exercise of the Private Placement Warrants) shall be identical to the Public Warrants, except that so long as they are held by the Founders Sponsor or any of their respective Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) shall may not be subject to transferred, assigned or sold until thirty (30) days after the Lock-up completion by the Company of an initial Business Combination (as defined below), and (iii) with respect to Private Placement Warrants held by Cowen Investments, will not be exercisable more than five years from the effective date of the Registration Statement in accordance with FINRA Rule 5110(f)(2)(G)(i) and (iv) shall not be redeemable by the Company; provided, however, that in the case of (ii), the Private Placement Warrants and any shares of Common Stock held by the Founders or any members of their respective Permitted Transferees the Sponsor and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to any persons (including their affiliates and members) participating in the private placement of the Private Placement Units; (b) to the Company’s officers, directors or employees; (c) in the case of an entity, as a distribution to its partners, stockholders or members upon liquidation; (d) in the case of an individual, by gift to a member of the individualsuch person’s immediate family, family or to a trust, the beneficiary of which is a member of the individualsuch person’s immediate family, an affiliate of such person or for estate planning purposes;to a charitable organization, (eb) in to the case Company’s officers or directors, any affiliate or family member of an individual, any of the Company’s officers or directors or any affiliate of the Sponsor, (c) by virtue of the laws of descent and distribution upon death of the individual;such person, (fd) in the case event of an individual, the Company’s liquidation prior to the completion of a Business Combination, (e) pursuant to a qualified domestic relations order;, (gf) by pledges to secure obligations incurred in connection with purchases of the Company’s securities; (h) by through private sales or transfers made in connection with the consummation of the Company’s initial Business Combination at prices no greater than the price at which the securities Warrants were originally purchased; (i) to the Company for no value for cancellation in connection with the consummation of the initial Business Combination; , or (jg) in the event of the Company’s liquidation prior that, subsequent to the completion consummation of the Company’s initial Business Combination, the Company consummates a merger, stock exchange or other similar transaction that results in all of the holders of the Company’s equity securities issued in the Offering having the right to exchange their shares of Common Stock for cash, securities or other property; provided, however, that, in the case of clauses (a) through (hd), these transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Private Placement Warrants. 2.6.1 The Private Placement Warrants (including the shares of Common Stock issuable upon exercise of the Private Placement Warrants) shall be identical to the Public Warrants, except that so long as they are held by the Founders Sponsor or any of their respective its Permitted Transferees (as defined below): (i) the Private Placement Warrants: (i) Warrants may be exercised for cash or on a “cashless basis, ,” pursuant to subsection 3.3.1(c) hereof, (ii) shall the Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) may not be subject to transferred, assigned or sold until thirty (30) days after the Lock-up (as defined below)completion by the Company of an initial Business Combination, (iii) with respect to the Private Placement Warrants held by Cowen Investments, will not be exercisable more than five years from the effective date of the Registration Statement in accordance with FINRA Rule 5110(f)(2)(G)(i) and (iv) shall not be redeemable by the CompanyCompany pursuant to Section 6.1 hereof and (iv) the Private Placement Warrants will be entitled to registration rights; provided, however, that in the case of (ii), the Private Placement Warrants and any Class A ordinary shares of Common Stock held by the Founders Sponsor or any of their respective its Permitted Transferees and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any persons (including their affiliates and members) participating in the private placement or family members of any of the Private Placement UnitsCompany’s officers or directors, any members of the Sponsor or any affiliates of the Sponsor; (b) to the Company’s officers, directors or employees; (c) in the case of an entity, as a distribution to its partners, stockholders or members upon liquidation; (d) in the case of an individual, by gift to a member of the individual’s immediate family, or to a trust, the beneficiary of which is a member of the individual’s immediate familyfamily or an affiliate of such person, or for estate planning purposesto a charitable organization; (ec) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (fd) in the case of an individual, pursuant to a qualified domestic relations order; (g) by pledges to secure obligations incurred in connection with purchases of the Company’s securities; (he) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of the Company’s initial Business Combination at prices no greater than the price at which the securities were originally purchased; (if) to the Company for no value for cancellation in connection with the consummation by virtue of the initial Business Combinationlaws of the Cayman Islands or the Sponsor’s limited liability company agreement, as amended from time to time, upon dissolution of the Sponsor; orand (jg) in the event of the Company’s liquidation prior to the Company’s completion of an initial Business Combination; (h) in the event of the Company’s completion of a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that, in the case of clauses (a) through (hf), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Private Placement Warrants. 2.6.1 The Private Placement Warrants (including the shares of Common Stock issuable upon exercise of the Private Placement Warrants) shall be identical to the Public Warrants, except that so long as they are held by the Founders Sponsor or any of their respective Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) shall may not be subject to transferred, assigned or sold until thirty (30) days after the Lock-up completion by the Company of an initial Business Combination (as defined below), and (iii) with respect to Private Placement Warrants held by Cowen Investments, will not be exercisable more than five years from the effective date of the Registration Statement in accordance with FINRA Rule 5110(f)(2)(G)(i) and (iv) shall not be redeemable by the Company; provided, however, that in the case of (ii), the Private Placement Warrants and any shares of Common Stock held by the Founders or any members of their respective Permitted Transferees the Sponsor and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to any persons (including their affiliates and members) participating in the private placement of the Private Placement Units; (b) to the Company’s officers, directors or employees; (c) in the case of an entity, as a distribution to its partners, stockholders or members upon liquidation; (d) in the case of an individual, by gift to a member of the individualsuch person’s immediate family, family or to a trust, the beneficiary of which is a member of the individualsuch person’s immediate family, an affiliate of such person or for estate planning purposes;to a charitable organization, (eb) in to the case Company’s officers or directors, any affiliate or family member of an individual, any of the Company’s officers or directors or any member or affiliate of the Sponsor, (c) by virtue of the laws of descent and distribution upon death of the individual;such person, (fd) in the case of an individual, pursuant to a qualified domestic relations order;, (ge) by pledges to secure obligations incurred in connection with purchases of the Company’s securities; (h) by through private sales or transfers made in connection with the consummation of the Company’s initial Business Combination at prices no greater than the price at which the securities Warrants were originally purchased; (i) to the Company for no value for cancellation in connection with the consummation of the initial Business Combination; , or (jf) in the event of the Company’s liquidation prior to the completion of the initial Business Combination, (g) by virtue of the laws of the state of Delaware and the Sponsor’s limited liability company agreement upon dissolution of the Sponsor, (h) in the event that, subsequent to the consummation of the Company’s initial Business Combination, the Company consummates a merger, stock exchange or other similar transaction that results in all of the holders of the Company’s equity securities issued in the Offering having the right to exchange their shares of Common Stock for cash, securities or other property; provided, however, that, in the case of clauses (a) through (he), these transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Private Placement Warrants. 2.6.1 The Private Placement Warrants (including the shares of Common Stock issuable upon exercise of the Private Placement Warrants) shall be identical to the Public Warrants, except that so long as they are held by the Founders Sponsor or any of their respective its Permitted Transferees (as defined below) ), the Private Placement Warrants: (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, ; (ii) shall may not be subject to transferred, assigned or sold until thirty (30) days after the Lock-up (as defined below), completion by the Company of an initial Business Combination; and (iii) with respect to Private Placement Warrants held by Cowen Investments, will not be exercisable more than five years from the effective date of the Registration Statement in accordance with FINRA Rule 5110(f)(2)(G)(i) and (iv) shall not be redeemable by the CompanyCompany pursuant to Section 6.1 or Section 6.2 hereof; provided, however, that in the case of clause (ii), the Private Placement Warrants and any shares of Common Stock Ordinary Shares held by the Founders Sponsor or any of their respective its Permitted Transferees and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any persons (including their affiliates and members) participating in the private placement or family members of any of the Private Placement UnitsCompany’s officers or directors, any member(s) of the Sponsor or their affiliates, or any affiliates of the Sponsor; (b) to the Company’s officers, directors or employees; (c) in the case of an entity, as a distribution to its partners, stockholders or members upon liquidation; (d) in the case of an individual, by gift to a member of the individual’s immediate family, family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or for estate planning purposesto a charitable organization; (ec) in the case of an individual, by virtue of laws of descent and distribution upon death of the such individual; (fd) in the case of an individual, pursuant to a qualified domestic relations order; (ge) by pledges to secure obligations incurred in connection with purchases virtue of the Companylaws of the state of Delaware or the Sponsor’s securitiesoperating agreement upon dissolution of the Sponsor; (hf) by private sales or transfers made in connection with the consummation of the Company’s initial Business Combination at prices no greater than the price at which the securities Private Placement Warrants were originally purchased; (i) to the Company for no value for cancellation in connection with the consummation of the initial Business Combination; or (jg) in the event of the Company’s liquidation prior to the completion of the Company’s initial Business Combination; or (h) in the event of the Company’s completion of a liquidation, merger, share exchange, restructuring or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that, in the case of clauses (a) through (hf), these transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Private Placement Warrants. 2.6.1 The Private Placement Warrants (including the shares of Common Stock issuable upon exercise of the Private Placement Warrants) shall be identical to the Public Offering Warrants, except that so long as they are held by the Founders original holders, or any of their respective Permitted Transferees (as defined below) the Private Placement Warrants: ): (i) they may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) shall they may not be subject to transferred, assigned or sold until thirty (30) days after the Lock-up completion by the Company of an initial Business Combination (as defined below), (iii) they shall not be redeemable by the Company and (iv) with respect to the Private Placement Warrants held by Cowen Investmentsthe Underwriters, they will not be exercisable more than expire five years from the effective date of the Registration Statement in accordance with FINRA Rule 5110(f)(2)(G)(i) and (iv) shall not be redeemable by the CompanyStatement; provided, however, that in the case of (ii), the Private Placement Warrants and any shares of the Common Stock held by the Founders or any of their respective Permitted Transferees Initial Warrantholders and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: Initial Warrantholders: (a) to any persons (including their affiliates and members) participating in the private placement of the Private Placement Units; (b) to the Company’s officersofficers or directors, any affiliate or family member of any of the Company’s officers or directors or employees; any affiliate of the Initial Warrantholders or to any limited partner(s) of the Initial Warrantholders; (cb) in the case of an entity, as a distribution to its partners, stockholders or members upon liquidation; (d) in the case of an individual▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, by gift to a member of the individual’s his immediate family, family or to a trust, the beneficiary of which is a member of the individual’s his immediate family, family or for estate planning purposes; to a charitable organization; (ec) in the case of an individual▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, by virtue of the laws of descent and distribution upon the death of the individual; ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇; (fd) in the case of an individual▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, pursuant to a qualified domestic relations order; ; (ge) by pledges to secure obligations incurred in connection with purchases virtue of the Company’s securities; (h) by private sales or transfers made in connection with the consummation laws of the Companystate of Delaware or an Initial Warrantholder’s initial Business Combination at prices no greater than the price at which the securities were originally purchased; limited partnership agreement (ior comparable organizational document) to the Company for no value for cancellation in connection with the consummation upon dissolution of the initial Business Combinationan Initial Warrantholder; or (jf) in the event of the Company’s liquidation prior to the completion of the Company’s initial Business Combination; or (g) in the event that the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction that results in all of the holders of the Company’s equity securities issued in the Offering having the right to exchange their shares of the Common Stock for cash, securities or other property subsequent to the consummation of the Company’s initial Business Combination; provided, however, that, in the case of clauses (a) through (hd), these transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Private Placement Warrants. 2.6.1 The Private Placement Warrants (including the shares of Common Stock issuable upon exercise of the Private Placement Warrants) shall be identical to the Public Warrants, except that so long as they are held by the Founders Sponsor or any of their respective its Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) shall may not be subject to transferred, assigned or sold until thirty (30) days after the Lock-up completion by the Company of an initial Business Combination (as defined below), and (iii) with respect to Private Placement Warrants held by Cowen Investments, will not be exercisable more than five years from the effective date of the Registration Statement in accordance with FINRA Rule 5110(f)(2)(G)(i) and (iv) shall not be redeemable by the CompanyCompany for cash pursuant to Section 6.1 hereof; provided, however, that in the case of (ii), the Private Placement Warrants and any shares of Common Stock held by the Founders Sponsor or any of their respective its Permitted Transferees and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any persons (including their affiliates and members) participating in the private placement or family members of any of the Private Placement UnitsCompany’s officers or directors, any member(s) of the Sponsor or their affiliates, or any affiliates of the Sponsor; (b) to the Company’s officers, directors or employees; (c) in the case of an entity, as a distribution to its partners, stockholders or members upon liquidation; (d) in the case of an individual, by gift to a member members of the individual’s immediate family, family or to a trust, the beneficiary of which is a member of one of the individual’s immediate family, an affiliate of such person or for estate planning purposesto a charitable organization; (ec) in the case of an individual, by virtue of laws of descent and distribution upon death of the individualsuch person; (fd) in the case of an individual, pursuant to a qualified domestic relations order; (ge) by pledges to secure obligations incurred in connection with purchases virtue of the Companylaws of the state of Delaware or the Sponsor’s securitiesoperating agreement upon dissolution of the Sponsor; (hf) by private sales or transfers made in connection with the consummation of the Company’s initial Business Combination at prices no greater than the price at which the securities Private Placement Warrants were originally purchased; (i) to the Company for no value for cancellation in connection with the consummation of the initial Business Combination; or (jg) in the event of the Company’s liquidation prior to the completion of the Company’s initial Business Combination; or (h) in the event of the Company’s completion 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 completion of the Company’s initial Business Combination; provided, however, that, in the case of clauses (a) through (hf), these transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Private Placement Warrants. 2.6.1 The Private Placement Warrants (including the shares of Common Stock issuable upon exercise of the Private Placement Warrants) shall be identical to the Public Warrants, except that so long as they are held by the Founders Sponsor or any of their respective its Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a “cashless basis, ,” pursuant to subsection 3.3.1(c) hereof, (ii) shall may not be subject to transferred, assigned or sold until thirty (30) days after the Lock-up completion by the Company of an initial Business Combination (as defined below), and (iii) with respect to Private Placement Warrants held by Cowen Investments, will not be exercisable more than five years from the effective date of the Registration Statement in accordance with FINRA Rule 5110(f)(2)(G)(i) and (iv) shall not be redeemable by the Company; provided, however, that in the case of (ii), the Private Placement Warrants and any shares of Common Stock held by the Founders or any of their respective Permitted Transferees and Ordinary Shares issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to any persons (including their affiliates and members) participating in the private placement Company’s officers or directors, to officers, directors, members or beneficial owners of the Private Placement UnitsSponsor, to any affiliates or family members of the foregoing or to any trust where any of the foregoing is the primary beneficiary; (b) to the Company’s officers, directors or employees; (c) in the case of an entity, as a distribution to its partners, stockholders any beneficial owner of the Sponsor or members upon liquidation; (d) in the case of an individual, by gift to a member of the beneficial owner’s or individual’s immediate family, to a trust, the beneficiary of which is a member of the beneficial owner’s or individual’s immediate familyfamily or an affiliate of such person or beneficial owner, or for estate planning purposesto a charitable organization; (ec) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (fd) in the case of an individual, pursuant to a qualified domestic relations order; (g) by pledges to secure obligations incurred in connection with purchases of the Company’s securities; (he) by private sales or by transfers made in connection with the consummation of the Company’s initial Business Combination at prices no greater than the price at which the securities shares were originally purchased; (i) to the Company for no value for cancellation in connection with the consummation of the initial Business Combination; or (jf) in the event of the Company’s liquidation prior to the Company’s completion of an initial Business Combination; (g) by virtue of the laws of the Cayman Islands or the Sponsor’s limited memorandum and articles of association upon dissolution of the Sponsor; and (h) in the event of the Company’s completion of a liquidation, merger, share exchange, reorganization or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that, in the case of clauses (a) through (he), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Private Placement Warrants. 2.6.1 The Private Placement Warrants (including the shares of Common Stock issuable upon exercise of the Private Placement Warrants) shall be identical to the Public Warrants, except that so long as they are held by the Founders Sponsor or any of their respective its Permitted Transferees (as defined below) ), the Private Placement Warrants: (i) may be exercised for cash or on a “cashless basis”, pursuant to subsection 3.3.1(c) hereof, (ii) shall including the shares of Common Stock issuable upon exercise of the Private Placement Warrants, may not be subject to transferred, assigned or sold until the Lock-up date that is thirty (as defined below)30) days after the completion by the Company of an initial Business Combination, (iii) with respect to Private Placement Warrants held by Cowen Investments, will not be exercisable more than five years from the effective date of the Registration Statement in accordance with FINRA Rule 5110(f)(2)(G)(i) and (iv) shall not be redeemable by the CompanyCompany pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); providedprovided that, however, that in the case of clause (ii), the Private Placement Warrants and any shares of Common Stock held by the Founders Sponsor or any of their respective its Permitted Transferees and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any persons (including their affiliates and members) participating in the private placement or family members of any of the Private Placement UnitsCompany’s officers or directors, any affiliate of the Sponsor or to any members of the Sponsor or any of their affiliates; (b) to the Company’s officers, directors or employees; (c) in the case of an entity, as a distribution to its partners, stockholders or members upon liquidation; (d) in the case of an individual, by gift to a member of the such individual’s immediate family, family or to a trust, the beneficiary of which is a member of the such individual’s immediate family, an affiliate of such individual or for estate planning purposesto a charitable organization; (ec) in the case of an individual, by virtue of laws of descent and distribution upon death of the such individual; (fd) in the case of an individual, pursuant to a qualified domestic relations order; (g) by pledges to secure obligations incurred in connection with purchases of the Company’s securities; (he) by private sales or transfers made in connection with the consummation of the Company’s initial Business Combination at prices no greater than the price at which the securities were originally purchased; (if) by virtue of the laws of the State of Delaware or the limited liability company agreement of the Sponsor upon dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of the its initial Business Combination; or; (jh) in the event of the Company’s liquidation prior to the completion consummation of a Business Combination; or (i) in the event that, subsequent to the consummation of an initial Business Combination, the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction which results in all of the Company’s initial Business Combinationstockholders having the right to exchange their shares of Common Stock for cash, securities or other property; provided, however, that, in the case of clauses (a) through (hf), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this AgreementAgreement and the other restrictions contained in the letter agreement, dated as of the date hereof, by and among the Company, the Sponsor, ▇▇▇▇▇▇▇▇▇ LLC, and the Company’s officers and directors.

Private Placement Warrants. 2.6.1 The Private Placement Warrants (including the shares of Common Stock issuable upon exercise of the Private Placement Warrants) shall be identical to the Public Warrants, except that so long as they are held by the Founders Sponsor or any of their respective its Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) shall may not be subject to transferred, assigned or sold until the Lock-up date that is thirty (30) days after the completion by the Company of an initial Business Combination (as defined below), and (iii) with respect to Private Placement Warrants held by Cowen Investments, will not be exercisable more than five years from the effective date of the Registration Statement in accordance with FINRA Rule 5110(f)(2)(G)(i) and (iv) shall not be redeemable by the Company; provided, however, that in the case of (ii), the Private Placement Warrants and any shares of Common Stock Ordinary Shares held by the Founders Sponsor or any of their respective its Permitted Transferees and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any persons (including their affiliates and members) participating in the private placement affiliate or family member of any of the Private Placement Units;Company’s officers or directors or any affiliate of the Sponsor or to any member(s) of the Sponsor or any of their affiliates, (b) to the Company’s officers, directors or employees; (c) in the case of an entity, as a distribution to its partners, stockholders or members upon liquidation; (d) in the case of an individual, by as a gift to a member of the individualsuch person’s immediate family, family or to a trust, the beneficiary of which is a member of the individualsuch person’s immediate family, an affiliate of such person or for estate planning purposes;to a charitable organization, (ec) in the case of an individual, by virtue of the laws of descent and distribution upon death of the individual;such person, (fd) in the case of an individual, pursuant to a qualified domestic relations order;, (g) by pledges to secure obligations incurred in connection with purchases of the Company’s securities; (he) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of the Company’s initial a Business Combination at prices no greater than the price at which the securities Ordinary Shares or Warrants were originally purchased;, (if) to the Company for no value for cancellation in connection with the consummation by virtue of the initial Business Combination; orlaws of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of our Sponsor, (jg) in the event of the Company’s liquidation prior to the completion consummation of the Company’s initial Business Combination, or (h) in the event that, subsequent to the consummation of an initial Business Combination, the Company completes a liquidation, merger, share exchange or similar transaction that results in all of the Company’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property; provided, however, that, in the case of clauses (a) through (hf), these transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Private Placement Warrants. 2.6.1 The Private Placement Warrants (including the shares of Common Stock issuable upon exercise of the Private Placement Warrants) shall be identical to the Public Warrants, except that so long as they are held by the Founders Sponsor or any of their respective its Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) shall may not be subject to transferred, assigned or sold until thirty (30) days after the Lock-up completion by the Company of an initial Business Combination (as defined below), and (iii) with respect to Private Placement Warrants held by Cowen Investments, will not be exercisable more than five years from the effective date of the Registration Statement in accordance with FINRA Rule 5110(f)(2)(G)(i) and (iv) shall not be redeemable by the Company; provided, however, that in the case of (ii), the Private Placement Warrants and any shares of Common Stock Ordinary Shares held by the Founders Sponsor or any of their respective its Permitted Transferees and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any persons (including their affiliates and members) participating in the private placement or family members of any of the Private Placement UnitsCompany’s officers or directors, any member(s) of the Sponsor or their affiliates, or any affiliates of the Sponsor; (b) to the Company’s officers, directors or employees; (c) in the case of an entity, as a distribution to its partners, stockholders or members upon liquidation; (d) in the case of an individual, by gift to a member members of the individual’s immediate family, family or to a trust, the beneficiary of which is a member of one of the individual’s immediate family, an affiliate of such person or for estate planning purposesto a charitable organization; (ec) in the case of an individual, by virtue of laws of descent and distribution upon death of the individualsuch person; (fd) in the case of an individual, pursuant to a qualified domestic relations order; (ge) by pledges to secure obligations incurred in connection with purchases virtue of the Companylaws of the state of Delaware or the Sponsor’s securitiesoperating agreement upon dissolution of the Sponsor; (hf) by private sales or transfers made in connection with the consummation of the Company’s initial Business Combination at prices no greater than the price at which the securities Private Placement Warrants were originally purchased; (i) to the Company for no value for cancellation in connection with the consummation of the initial Business Combination; or (jg) in the event of the Company’s liquidation prior to the completion of the Company’s initial Business Combination; (h) any “Permitted Transferee” (as defined in the Option Agreement); or (i) in the event of the Company’s completion of a liquidation, merger, share exchange, restructuring or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that, in the case of clauses (a) through (hf), these transferees (the “Permitted Transferees”) Transferees must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Private Placement Warrants. 2.6.1 The Private Placement Warrants (including the shares of Common Stock issuable upon exercise of the Private Placement Warrants) shall be identical to the Public Warrants, except that so long as they are held by the Founders Sponsor or any of their respective its Permitted Transferees (as defined below): (i) the Private Placement Warrants: (i) Warrants may be exercised for cash or on a “cashless basis, ,” pursuant to subsection 3.3.1(c‎3.3.1(c) hereof, (ii) shall the Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) may not be subject to transferred, assigned or sold until thirty (30) days after the Lock-up (as defined below)completion by the Company of an initial Business Combination, (iii) with respect to the Private Placement Warrants held by Cowen Investments, will not be exercisable more than five years from the effective date of the Registration Statement in accordance with FINRA Rule 5110(f)(2)(G)(i) and (iv) shall not be redeemable by the CompanyCompany and (iv) the Private Placement Warrants will be entitled to registration rights; provided, however, that in the case of (ii), the Private Placement Warrants and any Class A ordinary shares of Common Stock held by the Founders Sponsor or any of their respective its Permitted Transferees and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any persons (including their affiliates and members) participating in the private placement or family members of any of the Private Placement UnitsCompany’s officers or directors, any members of the Sponsor or any affiliates of the Sponsor; (b) to the Company’s officers, directors or employees; (c) in the case of an entity, as a distribution to its partners, stockholders or members upon liquidation; (d) in the case of an individual, by gift to a member of the individual’s immediate family, or to a trust, the beneficiary of which is a member of the individual’s immediate familyfamily or an affiliate of such person, or for estate planning purposesto a charitable organization; (ec) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (fd) in the case of an individual, pursuant to a qualified domestic relations order; (g) by pledges to secure obligations incurred in connection with purchases of the Company’s securities; (he) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of the Company’s initial Business Combination at prices no greater than the price at which the securities were originally purchased; (if) to the Company for no value for cancellation in connection with the consummation by virtue of the initial Business Combinationlaws of the Cayman Islands or the Sponsor’s limited liability company agreement, as amended from time to time, upon dissolution of the Sponsor; orand (jg) in the event of the Company’s liquidation prior to the Company’s completion of an initial Business Combination; (h) in the event of the Company’s completion of a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; ; (i) provided, however, that, in the case of clauses (a) through (hf), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this AgreementAgreement and the other restrictions contained in the letter agreement, dated as of the date hereof, by and among the Company, the Sponsor and other Insiders (as defined therein).

Private Placement Warrants. 2.6.1 The Private Placement Warrants (including the shares of Common Stock issuable upon exercise of the Private Placement Warrants) shall be identical to the Public Warrants, except that so long as they are held by the Founders a Placement Purchaser or any of their respective its Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) shall may not be subject to transferred, assigned or sold until thirty (30) days after the Lock-up completion by the Company of an initial Business Combination (as defined below), and (iii) with respect to Private Placement Warrants held by Cowen Investments, will not be exercisable more than five years from the effective date of the Registration Statement in accordance with FINRA Rule 5110(f)(2)(G)(i) and (iv) shall not be redeemable by the Company; provided, however, that in the case of (ii), the Private Placement Warrants and any shares of Common Stock held by the Founders a Placement Purchaser or any a member of their respective Permitted Transferees a Placement Purchaser and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to any persons (including their affiliates and members) participating in the private placement of the Private Placement Units; (b) to the Company’s officers, directors or employees; (c) in the case of an entity, as a distribution to its partners, stockholders or members upon liquidation; (d) in the case of an individual, by gift to a member of the individualsuch person’s immediate family, family or to a trust, the beneficiary of which is a member of the individualsuch person’s immediate family, an affiliate of such person or for estate planning purposes;to a charitable organization, (eb) in to the case Company’s officers or directors, any affiliate or family member of an individualany of the Company’s officers or directors or any member or affiliate of MIHI or Hydra Industries Sponsor LLC (together with MIHI, the “Sponsors” and each a “Sponsor”), (c) by virtue of the laws of descent and distribution upon death of the individual;such person, (fd) in the case of an individual, pursuant to a qualified domestic relations order;, (ge) by pledges to secure obligations incurred in connection with purchases of the Company’s securities; (h) by through private sales or transfers made in connection with the consummation of the Company’s initial Business Combination at prices no greater than the price at which the securities Warrants were originally purchased; (i) to the Company for no value for cancellation in connection with the consummation of the initial Business Combination; , or (jf) in the event of the Company’s liquidation prior to the completion of the initial Business Combination, (g) by virtue of the laws of the state of Delaware and a Sponsor’s limited liability company operating agreement upon dissolution of such Sponsor, (h) in the event that, subsequent to the consummation of the Company’s initial Business Combination, the Company consummates a merger, stock exchange or other similar transaction that results in all of the holders of the Company’s equity securities issued in the Offering having the right to exchange their shares of Common Stock for cash, securities or other property; provided, however, that, in the case of clauses (a) through (he) and (g), these transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement. Notwithstanding the foregoing, in the event MIHI withholds consent to consummate a Business Combination because of regulatory reasons or because the Business Combination involves a competitor to MIHI, its affiliates, or an entity in which MIHI or an affiliate has an equity interest, then MIHI shall be permitted to sell its Private Placement Warrants (provided, that the transferee agrees to be bound by the transfer restrictions, lock-up provisions, voting obligations, registration rights and other such restrictions and rights of the Private Placement Warrants, including the terms of this Section 2.5).

Private Placement Warrants. 2.6.1 The Private Placement Warrants (including the shares of Common Stock issuable upon exercise of the Private Placement Warrants) shall be identical to the Public Warrants, except that so long as they are held by the Founders Sponsor or any of their respective Permitted Transferees (as defined below) the Private Placement Warrants: ), as applicable, (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) shall may not be subject to transferred, assigned or sold until thirty (30) days after the Lock-up completion by the Company of an initial Business Combination (as defined below), and (iii) with respect to Private Placement Warrants held by Cowen Investments, will not be exercisable more than five years from the effective date of the Registration Statement in accordance with FINRA Rule 5110(f)(2)(G)(i) and (iv) shall not be redeemable by the Company; provided, however, that in the case of (ii), ) the Private Placement Warrants and the Working Capital Warrants and any shares of Common Stock held by the Founders Sponsor or any of their respective Permitted Transferees Transferees, as applicable, and issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any persons (including their affiliates and members) participating in the private placement affiliate or family member of any of the Private Placement UnitsCompany’s officers or directors, any affiliate of the Sponsor or to any member(s) of the Sponsor or any of their affiliates, officers, directors and direct and indirect equity-holders; (b) to the Company’s officers, directors or employees; (c) in the case of an entity, as a distribution to its partners, stockholders or members upon liquidation; (d) in the case of an individual, by gift to a member of the such individual’s immediate family, family or to a trust, the beneficiary of which is a member of the such individual’s immediate family, an affiliate of such individual or for estate planning purposesto a charitable organization; (ec) in the case of an individual, by virtue of the laws of descent and distribution upon death of the individualsuch person; (fd) in the case of an individual, pursuant to a qualified domestic relations order; (g) by pledges to secure obligations incurred in connection with purchases of the Company’s securities; (he) by private sales or transfers made in connection with the consummation of the Company’s an initial Business Combination at prices no greater than the price at which the securities Warrants were originally purchased; (i) to the Company for no value for cancellation in connection with the consummation of the initial Business Combination; or (jf) in the event of the Company’s liquidation prior to the completion consummation of the Company’s initial 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 each case of clauses (a) through (h), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Private Placement Warrants. 2.6.1 The Private Placement Warrants, Working Capital Warrants (including the shares of Common Stock issuable upon exercise of the Private Placement Warrants) and Forward Purchase Warrants shall be identical to the Public Warrants, except that so long as they are held by the Founders Sponsor or any of their respective its Permitted Transferees (as defined below) ), the Private Placement Warrants, Working Capital Warrants and Forward Purchase Warrants: (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) shall may not be subject to transferred, assigned or sold until thirty (30) days after the Lock-up completion by the Company of an initial Business Combination (as defined below), and (iii) with respect to Private Placement Warrants held by Cowen Investments, will not be exercisable more than five years from the effective date of the Registration Statement in accordance with FINRA Rule 5110(f)(2)(G)(i) and (iv) shall not be redeemable by the Company; provided, however, that in the case of (ii), the Private Placement Warrants, Working Capital Warrants and Forward Purchase Warrants and any shares of Common Stock held by the Founders Sponsor or any of their respective its Permitted Transferees and issued upon exercise of the Private Placement Warrants, Working Capital Warrants and Forward Purchase Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any persons (including their affiliates and members) participating in the private placement or family members of any of the Private Placement UnitsCompany’s officers or directors, any members of the Sponsor, or any affiliates of the Sponsor; (b) to the Company’s officers, directors or employees; (c) in the case of an entity, as a distribution to its partners, stockholders or members upon liquidation; (d) in the case of an individual, transfers by gift to a member of the individual’s immediate family, to a trust, the beneficiary of which is a member of one of the individual’s immediate familyfamily or an affiliate of such person, or for estate planning purposesto a charitable organization; (ec) in the case of an individual, transfers by virtue of laws of descent and distribution upon death of the individualsuch person; (fd) in the case of an individual, transfers pursuant to a qualified domestic relations order; (ge) transfers by pledges to secure obligations incurred in connection with purchases virtue of the Companylaws of Delaware or the Sponsor’s securitiesoperating agreement upon dissolution of the Sponsor; (hf) transfers by private sales or transfers made in connection with the consummation of the Company’s initial Business Combination at prices no greater than the price at which the securities were originally purchased; (ig) to the Company for no value for cancellation in connection with the consummation of the initial Business Combination; or (j) transfers in the event of the Company’s liquidation prior to the completion of the Company’s initial Business Combination; (h) in the event of the Company’s completion of a liquidation, merger, stock exchange, reorganization or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; and (i) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (a) through (h) above; provided, however, that, in the case of clauses (a) through (hd), (f) and (i), these transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Private Placement Warrants. 2.6.1 The Private Placement Warrants (including the shares of Common Stock issuable upon exercise of the Private Placement Warrants) shall be identical to the Public Warrants, except that so long as they are held by the Founders Purchasers or any of their respective Permitted Transferees (as defined below) ), the Private Placement Warrants: (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, ; (ii) shall may not be subject to transferred, assigned or sold until thirty (30) days after the Lock-up (as defined below), date hereof; and (iii) with respect to Private Placement Warrants held by Cowen Investments, will not be exercisable more than five years from the effective date of the Registration Statement in accordance with FINRA Rule 5110(f)(2)(G)(i) and (iv) shall not be redeemable by the Company; provided, however, that in the case of (ii), the Private Placement Warrants and any shares of Common Stock DCFC Ordinary Shares held by the Founders a Purchaser or any of their respective a Permitted Transferees Transferee and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any persons (including their affiliates and members) participating in the private placement or family members of any of the Private Placement UnitsCompany’s officers or directors, any member(s) of the DCRN Sponsor or any affiliates of the DCRN Sponsor; (b) to the Company’s officers, directors or employees; (c) in the case of an entity, as a distribution to its partners, stockholders or members upon liquidation; (d) in the case of an individual, by gift to a member of the individual’s immediate family, to a trust, the beneficiary of which is a member of the individual’s immediate family, or for estate planning purposesan affiliate of such person, or to a charitable organization; (ec) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (fd) in the case of an individual, pursuant to a qualified domestic relations order; (ge) by pledges to secure obligations incurred in connection with purchases virtue of the Companylaws of the state of Delaware or the DCRN Sponsor’s securitieslimited liability company agreement upon dissolution of the DCRN Sponsor; (h) by private sales or transfers made in connection with the consummation of the Company’s initial Business Combination at prices no greater than the price at which the securities were originally purchased; (i) to the Company for no value for cancellation in connection with the consummation of the initial Business Combination; or (jf) in the event of the Company’s liquidation prior to the completion of a liquidation, merger, capital stock exchange, reorganization or other similar transaction which results in all of the Company’s initial Business Combinationstockholders having the right to exchange their DCFC Ordinary Shares for cash, securities or other property; provided, however, that, in the case of clauses (a) through (he), these transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Private Placement Warrants. 2.6.1 The Private Placement Warrants (including the shares of Common Stock issuable upon exercise of the Private Placement Warrants) shall be identical to the Public Warrants, except that so long as they are held by the Founders Sponsor or any of their respective its Permitted Transferees (as defined below) ), the Private Placement Warrants: (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) shall may not be subject to transferred, assigned or sold until thirty (30) days after the Lock-up (as defined below)completion by the Company of an initial Business Combination, and (iii) with respect to Private Placement Warrants held by Cowen Investments, will not be exercisable more than five years from the effective date of the Registration Statement in accordance with FINRA Rule 5110(f)(2)(G)(i) and (iv) shall not be redeemable by the Company; provided, however, that in the case of (ii), the Private Placement Warrants and any shares of Common Stock held by the Founders Sponsor or any of their respective a Permitted Transferees Transferee and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any persons (including their affiliates and members) participating in the private placement or family members of any of the Private Placement UnitsCompany’s officers or directors, any member(s) of the Sponsor or any affiliates of the Sponsor; (b) to the Company’s officers, directors or employees; (c) in the case of an entity, as a distribution to its partners, stockholders or members upon liquidation; (d) in the case of an individual, by gift to a member of the individual’s immediate family, to a trust, the beneficiary of which is a member of the individual’s immediate family, or for estate planning purposesan affiliate of such person, or to a charitable organization; (ec) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (fd) in the case of an individual, pursuant to a qualified domestic relations order; (g) by pledges to secure obligations incurred in connection with purchases of the Company’s securities; (he) by private sales or transfers made in connection with the consummation of the Company’s initial Business Combination at prices no greater than the price at which the securities Warrants were originally purchased; (if) to the Company for no value for cancellation in connection with the consummation by virtue of the initial Business Combination; orlaws of the state of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; (jg) in the event of the Company’s liquidation prior to the completion of the Company’s initial Business Combination; or (h) in the event of the Company’s completion of a liquidation, merger, capital stock exchange, reorganization or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that, in the case of clauses (a) through (hf), these transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Private Placement Warrants. 2.6.1 The Private Placement Warrants (including the shares of Common Stock issuable upon exercise of the Private Placement Warrants) shall be identical to the Public Warrants, except that so long as they are held by the Founders Sponsor or any of their respective its Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) shall may not be subject to transferred, assigned or sold until thirty (30) days after the Lock-up completion by the Company of an initial Business Combination (as defined below), and (iii) with respect to Private Placement Warrants held by Cowen Investments, will not be exercisable more than five years from the effective date of the Registration Statement in accordance with FINRA Rule 5110(f)(2)(G)(i) and (iv) shall not be redeemable by the Company; provided, however, that in the case of (ii), the Private Placement Warrants and any shares of Common Stock held by the Founders Sponsor or any of their respective its Permitted Transferees and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any persons (including their affiliates and members) participating in the private placement or family members of any of the Private Placement UnitsCompany’s officers or directors, any members of the Sponsor or any affiliates of the Sponsor; (b) to the Company’s officers, directors or employees; (c) in the case of an entity, as a distribution to its partners, stockholders or members upon liquidation; (d) in the case of an individual, by gift to a member of the individual’s immediate family, to a trust, the beneficiary of which is a member of the individual’s immediate family, or for estate planning purposesan affiliate of such person, or to a charitable organization; (ec) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (fd) in the case of an individual, pursuant to a qualified domestic relations order; (g) by pledges to secure obligations incurred in connection with purchases of the Company’s securities; (he) by private sales or transfers made in connection with the consummation of the Company’s initial Business Combination at prices no greater than the price at which the securities were originally purchased; (if) with respect to Deerfield Private Design Fund IV, L.P., its other equityholders, partners (including partners and affiliated partnerships managed by the Company same management company or managing (general) partner or by any person or entity that is an affiliate with such management company (general) partner), members and a trust for no value for cancellation in connection with the consummation benefit of the initial Business Combination; orsuch other equityholders; (jg) in the event of the Company’s liquidation prior to the completion of the Company’s initial Business Combination; (h) by virtue of the laws of the state of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; or (i) in the event of the Company’s liquidation, merger, capital stock exchange, reorganization or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that, in the case of clauses (a) through (he), these transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Private Placement Warrants. 2.6.1 The Private Placement Warrants (including the shares of Common Stock issuable upon exercise of the Private Placement Warrants) shall be identical to the Public Warrants, except that so long as they are held by the Founders Sponsor or any of their respective its Permitted Transferees (as defined below): (i) the Private Placement Warrants: (i) Warrants may be exercised for cash or on a “cashless basis, ,” pursuant to subsection 3.3.1(c) hereof, (ii) shall the Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) may not be subject to transferred, assigned or sold until thirty (30) days after the Lock-up (as defined below)completion by the Company of an initial Business Combination, (iii) with respect to the Private Placement Warrants held by Cowen Investments, will not be exercisable more than five years from the effective date of the Registration Statement in accordance with FINRA Rule 5110(f)(2)(G)(i) and (iv) shall not be redeemable by the CompanyCompany and (iv) the Private Placement Warrants will be entitled to registration rights; provided, however, that in the case of (ii), the Private Placement Warrants and any Class A ordinary shares of Common Stock held by the Founders Sponsor or any of their respective its Permitted Transferees and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any persons (including their affiliates and members) participating in the private placement or family members of any of the Private Placement UnitsCompany’s officers or directors, any members of the Sponsor or any affiliates of the Sponsor; (b) to the Company’s officers, directors or employees; (c) in the case of an entity, as a distribution to its partners, stockholders or members upon liquidation; (d) in the case of an individual, by gift to a member of the individual’s immediate family, or to a trust, the beneficiary of which is a member of the individual’s immediate familyfamily or an affiliate of such person, or for estate planning purposesto a charitable organization; (ec) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (fd) in the case of an individual, pursuant to a qualified domestic relations order; (g) by pledges to secure obligations incurred in connection with purchases of the Company’s securities; (he) by private sales or transfers made in connection with the consummation of the Company’s initial Business Combination at prices no greater than the price at which the securities were originally purchased; (if) to the Company for no value for cancellation in connection with the consummation by virtue of the initial Business Combinationlaws of the Cayman Islands or the Sponsor’s limited liability company agreement, as amended from time to time, upon dissolution of the Sponsor; orand (jg) in the event of the Company’s liquidation prior to the Company’s completion of an initial Business Combination; (h) in the event of the Company’s completion of a liquidation, merger, share exchange, reorganization or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that, in the case of clauses (a) through (hf), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this AgreementAgreement and the other restrictions contained in the letter agreement, dated as of the date hereof, by and among the Company, the Sponsor and other Insiders (as defined therein).

Private Placement Warrants. 2.6.1 The Private Placement Warrants (including the shares of Common Stock issuable upon exercise of the Private Placement Warrants) shall be identical to the Public Warrants, except that so long as they are held by the Founders Sponsor or any of their respective its Permitted Transferees (as defined below) ), the Private Placement Warrants: (i) may be exercised for cash or on a “cashless basis”, pursuant to subsection 3.3.1(c) hereof, (ii) shall including the shares of Common Stock issuable upon exercise of the Private Placement Warrants, may not be subject to transferred, assigned or sold until the Lock-up date that is thirty (as defined below)30) days after the completion by the Company of an initial Business Combination, (iii) with respect to Private Placement Warrants held by Cowen Investments, will not be exercisable more than five years from the effective date of the Registration Statement in accordance with FINRA Rule 5110(f)(2)(G)(i) and (iv) shall not be redeemable by the CompanyCompany pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); providedprovided that, however, that in the case of clause (ii), the Private Placement Warrants and any shares of Common Stock held by the Founders Sponsor or any of their respective its Permitted Transferees and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any persons (including their affiliates and members) participating in the private placement or family members of any of the Private Placement UnitsCompany’s officers or directors, any affiliate of the Sponsor or to any members of the Sponsor or any of their affiliates; (b) to the Company’s officers, directors or employees; (c) in the case of an entity, as a distribution to its partners, stockholders or members upon liquidation; (d) in the case of an individual, by gift to a member of the such individual’s immediate family, family or to a trust, the beneficiary of which is a member of the such individual’s immediate family, an affiliate of such individual or for estate planning purposesto a charitable organization; (ec) in the case of an individual, by virtue of laws of descent and distribution upon death of the such individual; (fd) in the case of an individual, pursuant to a qualified domestic relations order; (g) by pledges to secure obligations incurred in connection with purchases of the Company’s securities; (he) by private sales or transfers made in connection with the consummation of the Company’s initial Business Combination at prices no greater than the price at which the securities were originally purchased; (if) by virtue of the laws of the State of Delaware or the limited liability company agreement of the Sponsor upon dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of the its initial Business Combination; or; (jh) in the event of the Company’s liquidation prior to the completion consummation of a Business Combination; or (i) in the event that, subsequent to the consummation of an initial Business Combination, the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction which results in all of the Company’s initial Business Combinationstockholders having the right to exchange their shares of Common Stock for cash, securities or other property; provided, however, that, in the case of clauses (a) through (hf), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this AgreementAgreement and the other restrictions contained in the letter agreement, dated as of the date hereof, by and among the Company, the Sponsor, Citigroup Global Markets Inc., Canaccord Genuity LLC, and the Company’s officers and directors.

Private Placement Warrants. 2.6.1 The Private Placement Warrants (including the shares of Common Stock issuable upon exercise of the Private Placement Warrants) and Forward Purchase Warrants shall be identical to the Public Warrants, except that so long as they are held by Cannae Holdings or the Founders Sponsor, respectively, or any of their respective Permitted Transferees (as defined below) the Private Placement Warrants and Forward Purchase Warrants: (i) may be exercised for cash or on a “cashless basis, ,” pursuant to subsection 3.3.1(c) hereof, (ii) shall including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants and Forward Purchase Warrants may not be subject to transferred, assigned or sold until thirty (30) days after the Lock-up (as defined below)completion by the Company of an initial Business Combination, (iii) with respect to Private Placement Warrants held by Cowen Investments, will not be exercisable more than five years from the effective date of the Registration Statement in accordance with FINRA Rule 5110(f)(2)(G)(i) and (iv) shall not be redeemable by the CompanyCompany pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of clause (ii), the Private Placement Warrants and Forward Purchase Warrants and any Class A ordinary shares of Common Stock held by Cannae Holdings or the Founders Sponsor or any of their respective Permitted Transferees and that are issued upon exercise of the Private Placement Warrants and Forward Purchase Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any persons (including their affiliates and members) participating in the private placement or family members of any of the Private Placement UnitsCompany’s officers or directors, any members or partners of the Sponsor or its affiliates, any affiliates of the Sponsor or any employees of such affiliates any members of Cannae Holdings or its affiliates, any affiliates of Cannae Holdings or any employees of such affiliates; (b) to the Company’s officers, directors or employees; (c) in the case of an entity, as a distribution to its partners, stockholders or members upon liquidation; (d) in the case of an individual, by gift to a member of the individual’s immediate family, or to a trust, the beneficiary of which is a member of one of the individual’s immediate family, or for estate planning purposesan affiliate of such person, or to a charitable organization; (ec) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (fd) in the case of an individual, pursuant to a qualified domestic relations order; (g) by pledges to secure obligations incurred in connection with purchases of the Company’s securities; (he) by private sales or transfers made in connection with the consummation completion of the Company’s initial Business Combination at prices no greater than the price at which the securities securities, were originally purchased; (f) by virtue of (i) the limited partnership agreements or other applicable organizational documents of the Sponsor upon dissolution of the Sponsor or (ii) the organizational documents of Cannae Holdings upon dissolution of Cannae Holdings; (g) as distributions to limited partners or members of the Sponsor or as distributions to members of Cannae Holdings; (h) by virtue of (i) the laws of the Cayman Islands or the Sponsor’s organizational documents upon liquidation or dissolution of our Sponsor or (ii) the laws of the State of Delaware or Cannae Holdings’ organizational documents upon liquidation or dissolution of Cannae Holdings; (i) to the Company for no value for cancellation in connection with the consummation completion of the its initial Business Combination; or; (j) in the event of the Company’s liquidation prior to the Company’s completion of its initial Business Combination; (k) with respect to the Forward Purchase Warrants, such transferees as described in the Forward Purchase Agreement; or (l) in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that, that in the each case of (except for clauses (a) through (hi), these transferees (j), (k) or (l) or with the prior written consent of the Company) prior to such registration for transfer, the Warrant Agent shall be presented with written documentation pursuant to which each permitted transferee (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the these transfer restrictions in this Agreementrestrictions.

Private Placement Warrants. 2.6.1 The Private Placement Warrants shall be identical to the Public Warrants, except that: (i) the Private Placement Warrants (including the Class A ordinary shares of Common Stock issuable upon exercise of the Private Placement Warrants) shall may not be identical to transferred, assigned or sold until thirty (30) days after the Public Warrants, except that so long as they are held completion by the Founders or any Company of their respective Permitted Transferees an initial Business Combination, and (as defined belowii) the Private Placement Warrants: (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) shall be subject to the Lock-up (as defined below), (iii) with respect to Private Placement Warrants held by Cowen Investments, will not be exercisable more than five years from the effective date of the Registration Statement in accordance with FINRA Rule 5110(f)(2)(G)(i) and (iv) shall not be redeemable by the Company; provided, however, that in the case of clause (iii), the Private Placement Warrants and any Class A ordinary shares of Common Stock held by the Founders Sponsor or any of their respective its Permitted Transferees and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any persons (including their affiliates and members) participating in the private placement or family members of any of the Private Placement UnitsCompany’s officers or directors, any members of the Sponsor or any affiliates of the Sponsor; (b) to the Company’s officers, directors or employees; (c) in the case of an entity, as a distribution to its partners, stockholders or members upon liquidation; (d) in the case of an individual, by gift to a member of the individual’s immediate family, or to a trust, the beneficiary of which is a member of the individual’s immediate familyfamily or an affiliate of such person, or for estate planning purposesto a charitable organization; (ec) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (fd) in the case of an individual, pursuant to a qualified domestic relations order; (g) by pledges to secure obligations incurred in connection with purchases of the Company’s securities; (he) by private sales or transfers made in connection with the consummation of the Company’s initial Business Combination at prices no greater than the price at which the securities were originally purchased; (i) to the Company for no value for cancellation in connection with the consummation of the initial Business Combination; or (jf) in the event of the Company’s liquidation prior to the Company’s completion of an initial Business Combination; (g) by virtue of the laws of the Cayman Islands or the Sponsor’s exempted limited partnership agreement, as amended from time to time, upon termination, winding-up and liquidation of the Sponsor; and (h) in the event of the Company’s completion of a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that, in the case of clauses (a) through (he) and (g), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Private Placement Warrants. 2.6.1 The Private Placement Warrants (including the shares of Common Stock issuable upon exercise of the Private Placement Warrants) shall be identical to the Public Warrants, except that so long as they are held by the Founders Sponsor or any of their respective its Permitted Transferees (as defined below) ), the Private Placement Warrants: (i) may be exercised for cash or on a “cashless basis”, pursuant to subsection 3.3.1(c) hereof, (ii) shall including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be subject to transferred, assigned or sold until the Lock-up date that is thirty (as defined below)30) days after the completion by the Company of an initial Business Combination, (iii) with respect to Private Placement Warrants held by Cowen Investments, will not be exercisable more than five years from the effective date of the Registration Statement in accordance with FINRA Rule 5110(f)(2)(G)(i) and (iv) shall not be redeemable by the CompanyCompany pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of clause (ii), the Private Placement Warrants and any shares of Common Stock Ordinary Shares held by the Founders Sponsor or any of their respective its Permitted Transferees and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any persons (including their affiliates and members) participating in the private placement or family members of any of the Private Placement UnitsCompany’s officers or directors, any affiliate of the Sponsor or to any members of the Sponsor or any of their affiliates; (b) to the Company’s officers, directors or employees; (c) in the case of an entity, as a distribution to its partners, stockholders or members upon liquidation; (d) in the case of an individual, by gift to a member of the such individual’s immediate family, family or to a trust, the beneficiary of which is a member of the such individual’s immediate family, an affiliate of such individual or for estate planning purposesto a charitable organization; (ec) in the case of an individual, by virtue of laws of descent and distribution upon death of the such individual; (fd) in the case of an individual, pursuant to a qualified domestic relations order; (g) by pledges to secure obligations incurred in connection with purchases of the Company’s securities; (he) by private sales or transfers made in connection with the consummation of the Company’s initial Business Combination at prices no greater than the price at which the securities were originally purchased; (if) by virtue of the laws of the Cayman Islands or the limited liability company agreement of the Sponsor upon dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of the its initial Business Combination; or; (jh) in the event of the Company’s liquidation prior to the completion consummation of a Business Combination; or (i) in the event that, subsequent to the consummation of an initial Business Combination, the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction which results in all of the Company’s initial Business Combinationshareholders having the right to exchange their Ordinary Shares for cash, securities or other property; provided, however, that, in the case of clauses (a) through (hf), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this AgreementAgreement and the other restrictions contained in the letter agreement, dated as of the date hereof, by and among the Company, the Sponsor, and the Company’s officers and directors.

Private Placement Warrants. 2.6.1 The Private Placement Warrants (including the shares of Common Stock issuable upon exercise of the Private Placement Warrants) shall be identical to the Public Warrants, except that so long as they are held by the Founders Sponsor or any of their respective its Permitted Transferees (as defined below) ), the Private Placement Warrants: (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) shall may not be subject to transferred, assigned or sold until thirty (30) days after the Lock-up completion by the Company of an initial Business Combination (as defined below), (iii) with respect to Private Placement Warrants held by Cowen Investments, will not be exercisable more than five years from the effective date of the Registration Statement in accordance with FINRA Rule 5110(f)(2)(G)(i) and (iviii) shall not be redeemable by the CompanyCompany pursuant to Sections 6.1 or 6.2 hereof; provided, however, that in the case of (ii), the Private Placement Warrants and any shares of Common Stock held by the Founders Sponsor or any of their respective its Permitted Transferees and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any persons (including their affiliates and members) participating in the private placement or family members of any of the Private Placement UnitsCompany’s officers or directors, any member(s) of the Sponsor or their affiliates, or any affiliates of the Sponsor; (b) to the Company’s officers, directors or employees; (c) in the case of an entity, as a distribution to its partners, stockholders or members upon liquidation; (d) in the case of an individual, by gift to a member of the individual’s immediate family, family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or for estate planning purposesto a charitable organization; (ec) in the case of an individual, by virtue of laws of descent and distribution upon death of the such individual; (fd) in the case of an individual, pursuant to a qualified domestic relations order; (ge) by pledges to secure obligations incurred in connection with purchases virtue of the Companylaws of the State of Delaware or the Sponsor’s securitiesoperating agreement upon dissolution of the Sponsor; (hf) by private sales or transfers made in connection with the consummation of the Company’s initial Business Combination at prices no greater than the price at which the securities Private Placement Warrants were originally purchased; (i) to the Company for no value for cancellation in connection with the consummation of the initial Business Combination; or (jg) in the event of the Company’s liquidation prior to the completion of the Company’s initial Business Combination; or (h) in the event of the Company’s completion 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 completion of the Company’s initial Business Combination; provided, however, that, in the case of clauses (a) through (hf), these transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Private Placement Warrants. 2.6.1 The Private Placement Warrants (including the shares of Common Stock issuable upon exercise of the Private Placement Warrants) shall be identical to the Public Warrants, except that so long as they are held by the Founders Private Holders or any of their respective Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) shall may not be subject to (including the Lock-up shares of Common Stock issuable upon exercise of the Private Placement Warrants) transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination (as defined below), ; (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof, and (iv) with respect to Private Placement Warrants private placement warrants held by Cowen Investmentsthe Representative, will not be exercisable more than five years from the effective date of the Registration Statement in accordance with FINRA Rule 5110(f)(2)(G)(i) and (iv) shall not be redeemable by the Company5110(g)(8); provided, however, that in the case of (ii), the Private Placement Warrants and any shares of Common Stock held by the Founders Private Holders or any of their respective Permitted Transferees and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any persons (including their affiliates and members) participating in the private placement or family members of any of the Private Placement UnitsCompany’s officers or directors, or any members or affiliates of the Sponsor; (b) to the Company’s officers, directors or employees; (c) in the case of an entity, as a distribution to its partners, stockholders or members upon liquidation; (d) in the case of an individual, by gift to a member of the individual’s immediate family, family or to a trust, the beneficiary of which is a member of the individual’s immediate family; an affiliate of such person, or for estate planning purposesto a charitable organization; (ec) in the case of an individual, by virtue of the laws of descent and distribution upon death of the individual; (fd) in the case of an individual, pursuant to a qualified domestic relations order; (g) by pledges to secure obligations incurred in connection with purchases of the Company’s securities; (he) by private sales or transfers made in connection with the consummation of the Company’s initial Business Combination at prices no greater than the price at which the securities Warrants were originally purchased; (i) to the Company for no value for cancellation in connection with the consummation of the initial Business Combination; or (jf) in the event of the Company’s liquidation prior to the completion of its initial 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; or (h) in the event of the Company’s completion of a liquidation, merger, capital stock exchange, reorganization or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that, that in the case of clauses (a) through (he), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this AgreementAgreement and the applicable transfer and other restrictions contained in the letter agreement, dated the date hereof, by and amount the Company, the Sponsor and each of the other parties thereto.

Private Placement Warrants. 2.6.1 The Private Placement Warrants (including the shares of Common Stock issuable upon exercise of the Private Placement Warrants) shall be identical to the Public Warrants, except that so long as they are held by the Founders Sponsor or any of their respective its Permitted Transferees (as defined below) the Private 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 including the Shares issuable upon exercise of the Private Placement Warrants, may not be subject to transferred, assigned or sold until thirty (30) days after the Lock-up (as defined below)completion by the Company of an initial Business Combination, and (iii) with respect to Private Placement Warrants held by Cowen Investments, will not be exercisable more than five years from the effective date of the Registration Statement in accordance with FINRA Rule 5110(f)(2)(G)(i) and (iv) shall not be redeemable by the CompanyCompany pursuant to Section 6.1 hereof; provided, however, that in the case of clause (ii), the Private Placement Warrants and any shares of Common Stock held by the Founders or any of their respective Permitted Transferees and Shares issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any persons (including their affiliates and members) participating in the private placement or family members of any of the Private Placement UnitsCompany’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates; (b) to the Company’s officers, directors or employees; (c) in the case of an entity, as a distribution to its partners, stockholders or members upon liquidation; (d) in the case of an individual, by gift to a member of one of the individual’s immediate family, family or to a trust, the beneficiary of which is a member of the such individual’s immediate family, an affiliate of such individual or for estate planning purposesto a charitable organization; (ec) in the case of an individual, by virtue of the laws of descent and distribution upon death of the such individual; (fd) in the case of an individual, pursuant to a qualified domestic relations order; (g) by pledges to secure obligations incurred in connection with purchases of the Company’s securities; (he) by private sales or transfers made in connection with any forward purchase agreement or similar agreement or in connection with the consummation of the Company’s initial Business Combination at prices no greater than the price at which the securities Private Placement Warrants or Shares, as applicable, were originally purchased; (if) by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of the its initial Business Combination; or; (jh) in the event of the Company’s liquidation prior to the completion of its initial Business Combination; or (i) in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the public shareholders having the right to exchange their Shares for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that, in the case of clauses (a) through (hf), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Private Placement Warrants. 2.6.1 The Private Placement Warrants (including the shares of Common Stock issuable upon exercise of the Private Placement Warrants) shall be identical to the Public Warrants, except that so long as they are held by the Founders Private Holders or any of their respective Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) shall may not be subject to (including the Lock-up shares of Common Stock issuable upon exercise of the Private Placement Warrants) transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination (as defined below), ; (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof, and (iv) with respect to Private Placement Warrants private placement warrants held by Cowen Investmentsthe Representative, will not be exercisable more than five years from the effective date of the Registration Statement Statements in accordance with FINRA Rule 5110(f)(2)(G)(i) and (iv) shall not be redeemable by the Company5110(g)(8); provided, however, that in the case of (ii), the Private Placement Warrants and any shares of Common Stock held by the Founders Private Holders or any of their respective Permitted Transferees and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any persons (including their affiliates and members) participating in the private placement or family members of any of the Private Placement UnitsCompany’s officers or directors, or any members or affiliates of the Sponsor; (b) to the Company’s officers, directors or employees; (c) in the case of an entity, as a distribution to its partners, stockholders or members upon liquidation; (d) in the case of an individual, by gift to a member of the individual’s immediate family, family or to a trust, the beneficiary of which is a member of the individual’s immediate family; an affiliate of such person, or for estate planning purposesto a charitable organization; (ec) in the case of an individual, by virtue of the laws of descent and distribution upon death of the individual; (fd) in the case of an individual, pursuant to a qualified domestic relations order; (g) by pledges to secure obligations incurred in connection with purchases of the Company’s securities; (he) by private sales or transfers made in connection with the consummation of the Company’s initial Business Combination at prices no greater than the price at which the securities Warrants were originally purchased; (i) to the Company for no value for cancellation in connection with the consummation of the initial Business Combination; or (jf) in the event of the Company’s liquidation prior to the completion of its initial 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; or (h) in the event of the Company’s completion of a liquidation, merger, capital stock exchange, reorganization or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that, that in the case of clauses (a) through (he), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this AgreementAgreement and the applicable transfer and other restrictions contained in the letter agreement, dated the date hereof, by and amount the Company, the Sponsor and each of the other parties thereto.

Private Placement Warrants. 2.6.1 The Private Placement Warrants (including the shares of Common Stock issuable upon exercise of the Private Placement Warrants) shall be identical to the Public Warrants, except that so long as they are held by the Founders Sponsor or any of their respective its Permitted Transferees (as defined below) ), the Private Placement Warrants: (i) may be exercised for cash or on a “cashless basis”, pursuant to subsection 3.3.1(c) hereof, ; (ii) shall including the Common Stock issuable upon exercise of the Private Placement Warrants, may not be subject to transferred, assigned or sold until the Lock-up date that is thirty (as defined below), 30) days after the completion by the Company of an initial Business Combination; (iii) with respect to Private Placement Warrants held by Cowen Investments, will not be exercisable more than five years from the effective date of the Registration Statement in accordance with FINRA Rule 5110(f)(2)(G)(i) and (iv) shall not be redeemable by the CompanyCompany pursuant to Section 6.1 hereof; provided, however, and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided however that in the case of clause (ii), the Private Placement Warrants and any shares of Common Stock held by the Founders Sponsor or any of their respective its Permitted Transferees and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any persons (including their affiliates and members) participating in the private placement or family members of any of the Private Placement UnitsCompany’s officers or directors, any affiliate of the Sponsor or to any members of the Sponsor or any of their affiliates; (b) to the Company’s officers, directors or employees; (c) in the case of an entity, as a distribution to its partners, stockholders or members upon liquidation; (d) in the case of an individual, by gift to a member of the such individual’s immediate family, family or to a trust, the beneficiary of which is a member of the such individual’s immediate family, an affiliate of such individual or for estate planning purposesto a charitable organization; (ec) in the case of an individual, by virtue of laws of descent and distribution upon death of the such individual; (fd) in the case of an individual, pursuant to a qualified domestic relations order; (g) by pledges to secure obligations incurred in connection with purchases of the Company’s securities; (he) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of the Company’s initial Business Combination at prices no greater than the price at which the securities were originally purchased; (if) to the Company for no value for cancellation in connection with the consummation by virtue of the initial Business Combination; orlaws of the State of Delaware or the amended and restated limited liability company agreement (as it may be further amended and/or restated) of the Sponsor upon dissolution of the Sponsor; (jg) in the event of the Company’s liquidation prior to the completion consummation of a Business Combination; or (h) in the event that, subsequent to the consummation of an initial Business Combination, the Company completes a liquidation, merger, capital stock exchange or other similar transaction which results in all of the Company’s initial Business Combinationstockholders having the right to exchange their shares of Common Stock for cash, securities or other property; provided, however, provided however that, in the case of clauses (a) through (hf), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this AgreementAgreement and the other restrictions contained in the letter agreement, dated as of the date hereof, by and among the Company, the Sponsor and the Company’s officers and directors.

Private Placement Warrants. 2.6.1 The Private Placement Warrants (including the shares of Common Stock issuable upon exercise of the Private Placement Warrants) shall be identical to the Public Warrants, except that so long as they are held by the Founders or any of their respective Permitted Transferees that: (as defined belowi) the Private Placement Warrants: (i) Warrants may be exercised for cash or on a “cashless basis, ,” pursuant to subsection 3.3.1(c) hereof, (ii) shall the Private Placement Warrants may not be subject to the Lock-up (as defined below)transferred, assigned or sold, and (iii) with respect to the Private Placement Warrants held by Cowen Investments, will not be exercisable more than five years from the effective date of the Registration Statement in accordance with FINRA Rule 5110(f)(2)(G)(i) and (iv) shall not be redeemable by the Company; provided, however, that in the case of clause (ii), the Private Placement Warrants and any shares of Common Stock held by the Founders or any of their respective Permitted Transferees and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereofWarrants: (a) to the Company’s officers or directors, any persons (including their affiliates and members) participating in the private placement or family members of any of the Private Placement UnitsCompany’s officers or directors, any members of the Sponsor or any affiliates of the Sponsor; (b) to the Company’s officers, directors or employees; (c) in the case of an entity, as a distribution to its partners, stockholders or members upon liquidation; (d) in the case of an individual, by gift to a member of the individual’s immediate family, or to a trust, the beneficiary of which is a member of the individual’s immediate familyfamily or an affiliate of such person, or for estate planning purposesto a charitable organization; (ec) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (fd) in the case of an individual, pursuant to a qualified domestic relations order; (g) by pledges to secure obligations incurred in connection with purchases of the Company’s securities; (he) by private sales or transfers made in connection with the consummation of the Company’s initial Business Combination at prices no greater than the price at which the securities were originally purchased; (i) to the Company for no value for cancellation in connection with the consummation of the initial Business Combination; or (jf) in the event of the Company’s liquidation prior to the Company’s completion of an initial Business Combination; (g) by virtue of the laws of the Cayman Islands or the Sponsor’s exempted limited partnership agreement, as amended from time to time, upon termination, winding-up and liquidation of the Sponsor; and (h) in the event of the Company’s completion of a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that, in the case of clauses (a) through (he) and (g), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement. In addition, any Class A ordinary shares held by the Sponsor or any of its Permitted Transferees and issued upon exercise of the Private Placement Warrants may not be transferred, assigned or sold until thirty (30) days after the completion of an initial Business Combination, except to Permitted Transferees who, in the case of clauses (a) through (e) and (g), enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement. For the avoidance of doubt, in no event will the terms of the Private Placement Warrants change in connection with a transfer of the Private Placement Warrants to a Permitted Transferee or otherwise based upon the characteristics of the holder of such Private Placement Warrants.

Private Placement Warrants. 2.6.1 The Private Placement Warrants (including the shares of Common Stock issuable upon exercise of the Private Placement Warrants) shall be identical to the Public Warrants, except that so long as they are held by the Founders original purchasers or any of its or their respective Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c3.3.1(d) hereof, (ii) shall including the shares of Common Stock issuable upon exercise of the Private Placement Warrants, may not be subject to transferred, assigned or sold until thirty (30) days after the Lock-up (as defined below)completion by the Company of an initial Business Combination, (iii) with respect to Private Placement Warrants held by Cowen Investments, will not be exercisable more than five years from the effective date of the Registration Statement in accordance with FINRA Rule 5110(f)(2)(G)(i) and (iv) shall not be redeemable by the CompanyCompany pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of (ii), the Private Placement Warrants and any shares of Common Stock held by the Founders Sponsor or any of their respective its Permitted Transferees and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any persons (including their affiliates and members) participating in the private placement or family members of any of the Private Placement UnitsCompany’s officers or directors, any members of the Sponsor, or any affiliates of the Sponsor or any employee or partner of any affiliate; (b) to the Company’s officers, directors or employees; (c) in the case of an entity, as a distribution to its partners, stockholders or members upon liquidation; (d) in the case of an individual, by gift to a member of the individual’s immediate family, family or to a trust, the beneficiary of which is a member of the individual’s immediate familyfamily or an affiliate of such person, or for estate planning purposesto a charitable organization; (ec) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (fd) in the case of an individual, pursuant to a qualified domestic relations order; (g) by pledges to secure obligations incurred in connection with purchases of the Company’s securities; (he) by private sales or transfers made in connection with the consummation of the Company’s initial Business Combination at prices no greater than the price at which the securities were originally purchased; (if) to the Company for no value for cancellation in connection with the consummation of the its initial Business Combination; or; (jg) in the event of the Company’s liquidation prior to the Company’s completion of an initial Business Combination; (h) by virtue of the laws of Delaware or the Sponsor’s limited liability company agreement, as amended, upon dissolution of the Sponsor; and (i) in the event of the Company’s completion 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 completion of the initial Business Combination; provided, however, that, that in the case of clauses (a) through (h), e) these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the these transfer restrictions and the other restrictions contained in this Agreementthe letter agreement.

Private Placement Warrants. 2.6.1 The Private Placement Warrants (including the shares of Common Stock issuable upon exercise of the Private Placement Warrants) shall be identical to the Public Warrants, except that so long as they are held by the Founders Sponsor or any of their respective its Permitted Transferees (as defined below) the Private 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 including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be subject to transferred, assigned or sold until thirty (30) days after the Lock-up (as defined below)completion by the Company of an initial Business Combination, (iii) with respect to Private Placement Warrants held by Cowen Investments, will not be exercisable more than five years from the effective date of the Registration Statement in accordance with FINRA Rule 5110(f)(2)(G)(i) and (iv) shall not be redeemable by the CompanyCompany pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that notwithstanding the restriction in the case of clause (ii), the Private Placement Warrants and any shares of Common Stock held by the Founders or any of their respective Permitted Transferees and Ordinary Shares issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any persons (including their affiliates and members) participating in the private placement affiliate or family member of any of the Private Placement UnitsCompany’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates; (b) to the Company’s officers, directors or employees; (c) in the case of an entity, as a distribution to its partners, stockholders or members upon liquidation; (d) in the case of an individual, by gift to a member of one of the individual’s immediate family, any estate planning vehicle or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or for estate planning purposesto a charitable organization; (ec) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (fd) in the case of an individual, pursuant to a qualified domestic relations order; (g) by pledges to secure obligations incurred in connection with purchases of the Company’s securities; (he) by private sales or transfers made in connection with any forward purchase agreement or similar agreement or in connection with the consummation of the Company’s initial Business Combination at prices no greater than the price at which the securities Private Placement Warrants or Ordinary Shares, as applicable, were originally purchased; (if) pro rata distributions from the Sponsor to its members, partners, or shareholders pursuant to the Sponsor’s operating agreement; (g) by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (h) to the Company for no value for cancellation in connection with the consummation of our initial Business Combination; (i) in the event of the Company’s liquidation prior to the completion of its initial Business Combination; or (j) in the event of the Company’s liquidation prior completion of a liquidation, merger, share exchange or other similar transaction which results in all of the public shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, howeverfurther, that, in the case of clauses (a) through (hg), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Private Placement Warrants. 2.6.1 The Private Placement Warrants (including the shares of Common Stock issuable upon exercise of the Private Placement Warrants) shall be identical to the Public Warrants, except that so long as they are held by the Founders Sponsor or any of their respective its Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a “cashless basis, ,” pursuant to subsection 3.3.1(cSection 3(c)(i)(iii) hereof, (ii) shall including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be subject to transferred, assigned or sold until thirty (30) days after the Lock-up (as defined below)completion by the Company of an initial Business Combination, (iii) with respect to Private Placement Warrants held by Cowen Investments, will shall not be exercisable more than five years from redeemable by the effective date of the Registration Statement in accordance with FINRA Rule 5110(f)(2)(G)(iCompany pursuant to Section 6(a) hereof and (iv) shall not be redeemable by the Company; provided, however, that in the case of (ii), the Private Placement Warrants and any shares of Common Stock held by the Founders or any of their respective Permitted Transferees and Ordinary Shares issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to any persons (including their affiliates and members) participating in the private placement of the Private Placement Units; (b1) to the Company’s officersofficers or directors, directors any affiliates or employeesfamily members of any of the Company’s officers or directors, any direct or indirect members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees or family members of such affiliates; (c) in the case of an entity, as a distribution to its partners, stockholders or members upon liquidation; (d2) in the case of an individual, by gift to a member of one of the individual’s immediate family, family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or for estate planning purposesto a charitable organization; (e3) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (f4) in the case of an individual, pursuant to a qualified domestic relations order; (g) by pledges to secure obligations incurred in connection with purchases of the Company’s securities; (h5) by private sales or transfers made in connection with the consummation of the Company’s initial Business Combination at prices no greater than the price at which the securities Private Placement Warrants or Ordinary Shares, as applicable, were originally purchased; (i6) by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (7) to the Company for no value for cancellation in connection with the consummation of the our initial Business Combination; or; (j) 8) in the event of the Company’s liquidation prior to the completion of its initial Business Combination; or (9) in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the public shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that, in the case of clauses (a) through (hi), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Private Placement Warrants. 2.6.1 The Private Placement Warrants (including the shares of Common Stock issuable upon exercise of the Private Placement Warrants) shall be identical to the Public Warrants, except that so long as they are held by the Founders Purchasers or any of their respective Permitted Transferees (as defined below) ), , the Private Placement Warrants: (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) shall may not be subject to transferred, assigned or sold until thirty (30) days after the Lock-up completion by the Company of an initial Business Combination (as defined below), and (iii) with respect to Private Placement Warrants held by Cowen Investments, will not be exercisable more than five years from the effective date of the Registration Statement in accordance with FINRA Rule 5110(f)(2)(G)(i) and (iv) shall not be redeemable by the CompanyCompany pursuant to Section 6.1 hereof; provided, however, that in the case of (ii), the Private Placement Warrants and any shares of Common Stock held by the Founders a Purchaser or any of their respective a Permitted Transferees Transferee and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any persons (including their affiliates and members) participating in the private placement or family members of any of the Private Placement UnitsCompany’s officers or directors, any member(s) of the Sponsor or any affiliates of the Sponsor; (b) to the Company’s officers, directors or employees; (c) in the case of an entity, as a distribution to its partners, stockholders or members upon liquidation; (d) in the case of an individual, by gift to a member of the individual’s immediate family, to a trust, the beneficiary of which is a member of the individual’s immediate family, or for estate planning purposesan affiliate of such person, or to a charitable organization; (ec) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (fd) in the case of an individual, pursuant to a qualified domestic relations order; (g) by pledges to secure obligations incurred in connection with purchases of the Company’s securities; (he) by private sales or transfers made in connection with the consummation of the Company’s initial Business Combination at prices no greater than the price at which the securities Warrants were originally purchased; (if) to the Company for no value for cancellation in connection with the consummation by virtue of the initial Business Combination; orlaws of the state of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; (jg) in the event of the Company’s liquidation prior to the completion of the Company’s initial Business Combination; or (h) in the event of the Company’s completion of a liquidation, merger, capital stock exchange, reorganization or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that, in the case of clauses (a) through (hf), these transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Private Placement Warrants. 2.6.1 The Private Placement Warrants (including the shares of Common Stock issuable upon exercise of the Private Placement Warrants) shall be identical to the Public Warrants, except that so long as they are held by the Founders Purchasers or any of their respective Permitted Transferees (as defined below) ), the Private Placement Warrants: (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, ; (ii) shall may not be subject to the Lock-up (as defined below)transferred, assigned or sold until March 25, 2023; and (iii) with respect to Private Placement Warrants held by Cowen Investments, will not be exercisable more than five years from the effective date of the Registration Statement in accordance with FINRA Rule 5110(f)(2)(G)(i) and (iv) shall not be redeemable by the CompanyNew SPAC; provided, however, that in the case of clause (ii), the Private Placement Warrants and any shares of New SPAC Class A Common Stock Shares held by the Founders a Purchaser or any of their respective a Permitted Transferees Transferee and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to New SPAC’s officers or directors, any persons (including their affiliates and membersor family members of any of New SPAC’s officers or directors, any member(s) participating in the private placement of the Private Placement UnitsDCRD Sponsor or their affiliates, or any affiliates of the DCRD Sponsor; (b) to the Company’s officers, directors or employees; (c) in the case of an entity, as a distribution to its partners, stockholders or members upon liquidation; (d) in the case of an individual, by gift to a member of the individual’s immediate family, family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or for estate planning purposesto a charitable organization; (ec) in the case of an individual, by virtue of laws of descent and distribution upon death of the such individual; (fd) in the case of an individual, pursuant to a qualified domestic relations order; (ge) by pledges to secure obligations incurred in connection with purchases virtue of Cayman Islands law, as applicable, or DCRD Sponsor’s operating agreement upon dissolution of the Company’s securitiesDCRD Sponsor; (h) by private sales or transfers made in connection with the consummation of the Company’s initial Business Combination at prices no greater than the price at which the securities were originally purchased; (i) to the Company for no value for cancellation in connection with the consummation of the initial Business Combination; or (jf) in the event of the CompanyNew SPAC’s liquidation prior to the completion of a liquidation, merger, share exchange, restructuring or other similar transaction which results in all of New SPAC’s shareholders having the Company’s initial Business Combinationright to exchange their New SPAC Class A Common Shares for cash, securities or other property; provided, however, that, in the case of clauses (a) through (he), these transferees (the “Permitted Transferees”) must enter into a written agreement with the Company New SPAC agreeing to be bound by the transfer restrictions in this Agreement.

Private Placement Warrants. 2.6.1 (a) The Private Placement Warrants (including the shares of Common Stock issuable upon exercise of the Private Placement Warrants) shall be identical to the Public Warrants, except that so long as they are held by the Founders Sponsor, the Anchor Investors or any of their respective Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c3.03(a)(i) hereof, (ii) shall may not be subject to transferred, assigned or sold until thirty (30) days after the Lock-up completion by the Company of an initial Business Combination (as defined below), and (iii) with respect to Private Placement Warrants held by Cowen Investments, will not be exercisable more than five years from the effective date of the Registration Statement in accordance with FINRA Rule 5110(f)(2)(G)(i) and (iv) shall not be redeemable by the Company; provided, however, that in the case of clause (ii), the Private Placement Warrants and any shares of Common Stock held by the Founders or Sponsor, the Anchor Investors any of their respective Permitted Transferees and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to any persons (including their affiliates and members) participating in the private placement of the Private Placement Units; (bi) to the Company’s officers, directors or employeesadvisors, any affiliates or family members of any of the Company’s officers, directors or advisors, any member(s) of the Sponsor or any affiliates of the Sponsor; (c) in the case of an entity, as a distribution to its partners, stockholders or members upon liquidation; (dii) in the case of an individual, by gift to a member of the individual’s immediate family, to a trust, the beneficiary of which is a member of the individual’s immediate family, or for estate planning purposesan affiliate of such person, or to a charitable organization; (eiii) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (fiv) in the case of an individual, pursuant to a qualified domestic relations order; (g) by pledges to secure obligations incurred in connection with purchases of the Company’s securities; (hv) by private sales or transfers made in connection with the consummation of the Company’s initial Business Combination at prices no greater than the price at which the securities Private Placement Warrants were originally purchased; (i) to the Company for no value for cancellation in connection with the consummation of the initial Business Combination; or (jvi) in the event of the Company’s liquidation prior to the completion of the Company’s initial Business Combination; (vii) by virtue of the laws of the state of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; (viii) to the Anchor Investors’ affiliates, to any investment fund or other entity controlled or managed by the Anchor Investors, or to any investment manager or investment advisor of the Anchor Investors or an affiliate of any such investment manager or investment advisor; or (ix) subsequent to the completion of the Company’s initial Business Combination, in the event of the Company’s liquidation, merger, capital stock exchange, reorganization or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property; provided, however, that, in the case of clauses (ai) through (hviii), these transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Private Placement Warrants. 2.6.1 The Private Placement Warrants (including the shares of Common Stock issuable upon exercise of the Private Placement Warrants) shall be identical to the Public Warrants, except that so long as they are held by the Founders Sponsor or any of their respective Permitted Transferees its permitted transferees (as defined below) the Private 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 including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be subject to transferred, assigned or sold until 30 days after the Lock-up (as defined below), completion by the Company of an initial Business Combination; and (iii) with respect to Private Placement Warrants held by Cowen Investments, will not be exercisable more than five years from the effective date of the Registration Statement in accordance with FINRA Rule 5110(f)(2)(G)(i) and (iv) shall not be redeemable by the CompanyCompany pursuant to Section 6.1 hereof; provided, however, that in the case of (ii), the Private Placement Warrants and any shares of Common Stock held by the Founders or any of their respective Permitted Transferees and Ordinary Shares issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any persons (including their affiliates and members) participating in the private placement or family members of any of the Private Placement UnitsCompany’s officers or directors, any members of the Sponsor, or any affiliates of the Sponsor; (b) to the Company’s officers, directors or employees; (c) in the case of an entity, as a distribution to its partners, stockholders or members upon liquidation; (d) in the case of an individual, by gift to a member of one of the members of the individual’s immediate family, family or to a trust, the beneficiary of which is a member of one of the individual’s immediate family, an affiliate of such person or for estate planning purposesto a charitable organization; (ec) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (fd) in the case of an individual, pursuant to a qualified domestic relations order; (g) by pledges to secure obligations incurred in connection with purchases of the Company’s securities; (he) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of the Company’s initial a Business Combination at prices no greater than the price at which the securities shares were originally purchased; (i) to the Company for no value for cancellation in connection with the consummation of the initial Business Combination; or (jf) in the event of the Company’s liquidation prior to the completion of its initial Business Combination; (g) by virtue of the laws of the Cayman Islands or the Sponsor’s constituent documents or the rights attaching to the equity interests in the Sponsor upon dissolution of the Sponsor; or (h) in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that, that in the case of clauses (a) through (he), these permitted transferees (the “Permitted Transfereespermitted transferees”) must enter into a written agreement with the Company agreeing to be bound by the these transfer restrictions in this Agreementrestrictions.

Private Placement Warrants. 2.6.1 The Private Placement Warrants (including the shares of Common Stock issuable upon exercise of the Private Placement Warrants) shall be identical to the Public Warrants, except that so long as they are held by the Founders Sponsor or any of their respective its Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) shall may not be subject to transferred, assigned or sold until thirty (30) days after the Lock-up completion by the Company of an initial Business Combination (as defined below), and (iii) with respect to Private Placement Warrants held by Cowen Investments, will not be exercisable more than five years from the effective date of the Registration Statement in accordance with FINRA Rule 5110(f)(2)(G)(i) and (iv) shall not be redeemable by the CompanyCompany (except as set forth in Section 6, below); provided, however, that in the case of (ii), the Private Placement Warrants and any shares of Common Stock held by the Founders Sponsor or any of their respective Permitted Transferees Transferees, as applicable, and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any persons (including their affiliates and members) participating in the private placement or family members of any of the Private Placement UnitsCompany’s officers or directors, any members of the Sponsor or any of its affiliates; (b) to the Company’s officers, directors or employees; (c) in the case of an entity, as a distribution to its partners, stockholders or members upon liquidation; (d) in the case of an individual, transfers by gift to a member of the individual’s immediate family, to a trust, the beneficiary of which is a member of the individual’s immediate familyfamily or an affiliate of such person, or for estate planning purposesto a charitable organization; (ec) in the case of an individual, transfers by virtue of laws of descent and distribution upon death of the individual; (fd) in the case of an individual, transfers pursuant to a qualified domestic relations order; (ge) by pledges to secure obligations incurred in connection with purchases of the Company’s securities; (h) transfers by private sales or transfers made in connection with the consummation of the Company’s initial a Business Combination at prices no greater than the price at which the securities were originally purchased; (if) to the Company for no value for cancellation in connection with the consummation of the initial Business Combination; or (j) transfers in the event of the Company’s liquidation prior to the completion of an initial Business Combination; (g) transfers by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; (h) in the event of the Company’s completion of a liquidation, merger, stock exchange, reorganization or other similar transaction which results in all of the Company’s public stockholders having the right to exchange their shares of Common Stock for cash, securities or other property subsequent to the completion of the initial Business Combination; and (i) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (a) through (h) above; provided, however, that, that in the case of clauses (a) through (he) and (i), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Private Placement Warrants. 2.6.1 The Private Placement Warrants (including the shares of Common Stock issuable upon exercise of the Private Placement Warrants) shall be identical to the Public Warrants, except that so long as they are held by the Founders Sponsor or any of their respective its Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) shall may not be subject to transferred, assigned or sold until thirty (30) days after the Lock-up completion by the Company of an initial Business Combination (as defined below), and (iii) with respect to Private Placement Warrants held by Cowen Investments, will not be exercisable more than five years from the effective date of the Registration Statement in accordance with FINRA Rule 5110(f)(2)(G)(i) and (iv) shall not be redeemable by the CompanyCompany (except as set forth in Section 6, below); provided, however, that in the case of (ii), the Private Placement Warrants and any shares of Common Stock held by the Founders Sponsor or any of their respective Permitted Transferees Transferees, as applicable, and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any persons (including their affiliates and members) participating in the private placement or family members of any of the Private Placement UnitsCompany’s officers or directors, any members of the Sponsor, or any of their affiliates; (b) to the Company’s officers, directors or employees; (c) in the case of an entity, as a distribution to its partners, stockholders or members upon liquidation; (d) in the case of an individual, transfers by gift to a member of the individual’s immediate family, to a trust, the beneficiary of which is a member of the individual’s immediate familyfamily or an affiliate of such person, or for estate planning purposesto a charitable organization; (ec) in the case of an individual, transfers by virtue of laws of descent and distribution upon death of the individual; (fd) in the case of an individual, transfers pursuant to a qualified domestic relations order; (ge) by pledges to secure obligations incurred in connection with purchases of the Company’s securities; (h) transfers by private sales or transfers made in connection with the consummation of the Company’s initial a Business Combination at prices no greater than the price at which the securities were originally purchased; (if) to the Company for no value for cancellation in connection with the consummation of the initial Business Combination; or (j) transfers in the event of the Company’s liquidation prior to the completion of an initial Business Combination; (g) transfers by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; (h) in the event of the Company’s completion of a liquidation, merger, stock exchange, reorganization or other similar transaction which results in all of the Company’s public stockholders having the right to exchange their shares of Common Stock for cash, securities or other property subsequent to the completion of the initial Business Combination; and (i) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (a) through (h) above; provided, however, that, that in the case of clauses (a) through (he) and (i), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Private Placement Warrants. 2.6.1 The Private Placement Warrants (including the shares of Common Stock issuable upon exercise of the Private Placement Warrants) shall be identical to the Public Warrants, except that so long as they are held by the Founders Sponsor or any of their respective its Permitted Transferees (as defined below) ), as applicable, the Private Placement Warrants: (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) shall may not be subject to transferred, assigned or sold until the Lock-up date that is thirty (as defined below)30) days after the Effective Date, and (iii) with respect to Private Placement Warrants held by Cowen Investments, will not be exercisable more than five years from the effective date of the Registration Statement in accordance with FINRA Rule 5110(f)(2)(G)(i) and (iv) shall not be redeemable by the Company; provided, however, that in the case of (ii), the Private Placement Warrants and any shares of Common Stock Ordinary Shares held by the Founders Sponsor or any officers or directors of their respective the Company, or any Permitted Transferees Transferees, as applicable, and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to 10X’s officers or directors, any persons (including their affiliates and members) participating in the private placement affiliate or family member of any of 10X’s officers or directors, any affiliate of the Private Placement UnitsSponsor or to any members of the Sponsor or any of their affiliates; (b) to the Company’s officers, directors or employees; (c) in the case of an entity, as a distribution to its partners, stockholders or members upon liquidation; (d) in the case of an individual, by gift to a member of the such individual’s immediate family, family or to a trust, the beneficiary of which is a member of the such individual’s immediate family, an affiliate of such individual or for estate planning purposesto a charitable organization; (ec) in the case of an individual, by virtue of laws of descent and distribution upon death of the individualsuch person; (fd) in the case of an individual, pursuant to a qualified domestic relations order; (g) by pledges to secure obligations incurred in connection with purchases of the Company’s securities; (he) by private sales or transfers made in connection with the consummation of the Company’s initial Business Combination any forward purchase agreement or similar arrangement at prices no greater than the price at which the securities Warrants were originally purchased; (if) to the Company for no value for cancellation in connection with the consummation by virtue of the initial Business Combinationlaws of the State of Israel, the State of Delaware or the limited liability company agreement of the Sponsor upon dissolution of the Sponsor; or (jg) in the event that, subsequent to the Effective Date, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s liquidation prior stockholders having the right to the completion of the Company’s initial Business Combinationexchange their Ordinary Shares for cash, securities or other property; provided, however, that, in the case of clauses (a) through (hf), these transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement and the Amended and Restated Investors’ Rights Agreement, dated as of February 3, 2021, by and among the Company and the other parties thereto (the “▇▇▇”) (including, for the avoidance of doubt, the provisions with respect to the Sponsor Lock-Up Warrants Period, as defined therein with respect to such transferees) and provided, further, that any transfers under clauses (a) through (g) shall be subject to the ▇▇▇ and made only to the extent permitted under the Lock-Up Period, as defined therein with respect to such transferees.

Private Placement Warrants. 2.6.1 The Private Placement Warrants (including the shares of Common Stock issuable upon exercise of the Private Placement Warrants) shall be identical to the Public Warrants, except that so long as they are held by the Founders Tortoise Borrower or any of their respective its Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) shall may not be subject to transferred, assigned or sold until thirty (30) days after the Lock-up completion by the Company of an initial Business Combination (as defined below), (iii) with respect to Private Placement Warrants held by Cowen Investments, will not be exercisable more than five years from the effective date of the Registration Statement in accordance with FINRA Rule 5110(f)(2)(G)(i) and (iviii) shall not be redeemable by the CompanyCompany for cash pursuant to Section 6.1 hereof; provided, however, that in the case of (ii), the Private Placement Warrants and any shares of Common Stock held by the Founders Tortoise Borrower or any of their respective its Permitted Transferees and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any persons (including affiliates or family members of any of the Company’s officers or directors, any member(s) of the Sponsor or their affiliates, any affiliates of the Sponsor, any member(s) of Tortoise Borrower or their affiliates and members) participating in the private placement or any affiliates of the Private Placement UnitsTortoise Borrower; (b) to the Company’s officers, directors or employees; (c) in the case of an entity, as a distribution to its partners, stockholders or members upon liquidation; (d) in the case of an individual, by gift to a member members of the individual’s immediate family, family or to a trust, the beneficiary of which is a member of one of the individual’s immediate family, an affiliate of such person or for estate planning purposesto a charitable organization; (ec) in the case of an individual, by virtue of laws of descent and distribution upon death of the individualsuch person; (fd) in the case of an individual, pursuant to a qualified domestic relations order; (ge) by pledges to secure obligations incurred in connection with purchases virtue of the Companylaws of the state of Delaware or Tortoise Borrower’s securitiesoperating agreement upon dissolution of Tortoise Borrower; (hf) by private sales or transfers made in connection with the consummation of the Company’s initial Business Combination at prices no greater than the price at which the securities Private Placement Warrants were originally purchased; (i) to the Company for no value for cancellation in connection with the consummation of the initial Business Combination; or (jg) in the event of the Company’s liquidation prior to the completion of the Company’s initial Business Combination; or (h) in the event of the Company’s completion of a liquidation, merger, stock exchange, restructuring or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that, in the case of clauses (a) through (hf), these transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Private Placement Warrants. 2.6.1 The Private Placement Warrants (including the shares of Common Stock issuable upon exercise of the Private Placement Warrants) shall be identical to the Public Warrants, except that so long as they are held by the Founders Sponsor or any of their respective Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) shall may not be subject to transferred, assigned or sold until thirty (30) days after the Lock-up completion by the Company of an initial Business Combination (as defined below), and (iii) with respect to Private Placement Warrants held by Cowen Investments, will not be exercisable more than five years from the effective date of the Registration Statement in accordance with FINRA Rule 5110(f)(2)(G)(i) and (iv) shall not be redeemable by the Company; provided, however, that in the case of (ii), the Private Placement Warrants and any shares of Common Stock held by the Founders or any members of their respective Permitted Transferees the Sponsor and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to any persons (including their affiliates and members) participating in the private placement of the Private Placement Units; (b) to the Company’s officers, directors or employees; (c) in the case of an entity, as a distribution to its partners, stockholders or members upon liquidation; (d) in the case of an individual, by gift to a member of the individualsuch person’s immediate family, family or to a trust, the beneficiary of which is a member of the individualsuch person’s immediate family, an affiliate of such person or for estate planning purposes;to a charitable organization, (eb) in to the case Company’s officers or directors, any affiliate or family member of an individual, any of the Company’s officers or directors or any member or affiliate of the Sponsor, (c) by virtue of the laws of descent and distribution upon death of the individual;such person, (fd) in the case of an individual, pursuant to a qualified domestic relations order;, (ge) by pledges to secure obligations incurred in connection with purchases of the Company’s securities; (h) by through private sales or transfers made in connection with the consummation of the Company’s initial Business Combination at prices no greater than the price at which the securities Warrants were originally purchased; (i) to the Company for no value for cancellation in connection with the consummation of the initial Business Combination; , or (jf) in the event of the Company’s liquidation prior to the completion of the initial Business Combination, (g) by virtue of the laws of the state of Delaware and the Sponsor’s limited liability company agreement upon dissolution of the Sponsor, (h) in the event that, subsequent to the consummation of the Company’s initial Business Combination, the Company consummates a merger, stock exchange or other similar transaction that results in all of the holders of the Company’s equity securities issued in the Offering having the right to exchange their shares of Common Stock for cash, securities or other property; provided, however, that, in the case of clauses (a) through (he), these transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Private Placement Warrants. 2.6.1 ​ (a) The Private Placement Warrants (including the shares of Common Stock issuable upon exercise of the Private Placement Warrants) shall be identical to the Public Warrants, except that so long as they are held by the Founders Sponsor or any of their respective its Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c3.03(a)(i) hereof, (ii) shall may not be subject to transferred, assigned or sold until thirty (30) days after the Lock-up completion by the Company of an initial Business Combination (as defined below), and (iii) with respect to Private Placement Warrants held by Cowen Investments, will not be exercisable more than five years from the effective date of the Registration Statement in accordance with FINRA Rule 5110(f)(2)(G)(i) and (iv) shall not be redeemable by the Company; provided, however, that in the case of clause (ii), the Private Placement Warrants and any shares of Common Stock held by the Founders Sponsor or any of their respective its Permitted Transferees and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:: ​ (a) to any persons (including their affiliates and members) participating in the private placement of the Private Placement Units; (bi) to the Company’s officers, directors or employeesadvisors, any affiliates or family members of any of the Company’s officers, directors or advisors, any member(s) of the Sponsor or any affiliates of the Sponsor; (c) in the case of an entity, as a distribution to its partners, stockholders or members upon liquidation; (dii) in the case of an individual, by gift to a member of the individual’s immediate family, to a trust, the beneficiary of which is a member of the individual’s immediate family, or for estate planning purposes;an affiliate of such person, or to a charitable organization; ​ (eiii) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (fiv) in the case of an individual, pursuant to a qualified domestic relations order; (g) by pledges to secure obligations incurred in connection with purchases of the Company’s securities; (hv) by private sales or transfers made in connection with the consummation of the Company’s initial Business Combination at prices no greater than the price at which the securities Private Placement Warrants were originally purchased;; ​ (i) to the Company for no value for cancellation in connection with the consummation of the initial Business Combination; or (jvi) in the event of the Company’s liquidation prior to the completion of the Company’s initial Business Combination; ​ (vii) by virtue of the laws of the state of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; or (viii) subsequent to the completion of the Company’s initial Business Combination, in the event of the Company’s liquidation, merger, capital stock exchange, reorganization or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property; provided, however, that, in the case of clauses (ai) through (hvii), these transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Private Placement Warrants. 2.6.1 The Private Placement Warrants (including the shares of Common Stock issuable upon exercise of the Private Placement Warrants) shall be identical to the Public Warrants, except that so long as they are held by the Founders Sponsor or any of their respective its Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) shall may not be subject to transferred, assigned or sold until thirty (30) days after the Lock-up completion by the Company of an initial Business Combination (as defined below), and (iii) with respect to Private Placement Warrants held by Cowen Investments, will not be exercisable more than five years from the effective date of the Registration Statement in accordance with FINRA Rule 5110(f)(2)(G)(i) and (iv) shall not be redeemable by the Company; provided, however, that in the case of (ii), the Private Placement Warrants and any shares of Common Stock held by the Founders or any members of their respective Permitted Transferees the Sponsor and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to any persons (including their affiliates and members) participating in the private placement of the Private Placement Units; (b) to the Company’s officers, directors or employees; (c) in the case of an entity, as a distribution to its partners, stockholders or members upon liquidation; (d) in the case of an individual, by gift to a member of the individualsuch person’s immediate family, family or to a trust, the beneficiary of which is a member of the individualsuch person’s immediate family, an affiliate of such person or for estate planning purposesto a charitable organization; (eb) in to the case Company’s officers or directors, any affiliate or family member of an individualany of the Company’s officers or directors, any affiliate of the Sponsor or to any member(s) of the Sponsor or any of their affiliates; (c) by virtue of the laws of descent and distribution upon death of the individualsuch person; (fd) in the case of an individual, pursuant to a qualified domestic relations order; (ge) by pledges to secure obligations incurred in connection with purchases any descendent of the Company’s securities▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ or ▇▇▇▇▇ ▇▇▇▇; (hf) by virtue of the laws of the state of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; (g) through private sales or transfers made in connection with the consummation of the Company’s initial Business Combination at prices no greater than the price at which the securities Warrants were originally purchased; (i) to the Company for no value for cancellation in connection with the consummation of the initial Business Combination; or (jh) in the event of the Company’s liquidation prior to the completion consummation of the Company’s initial Business Combination; or (i) in the event that, subsequent to the consummation of the Company’s initial Business Combination, the Company consummates a merger, stock exchange or other similar transaction that results in all of the holders of the Company’s equity securities issued in the Offering having the right to exchange their shares of Common Stock for cash, securities or other property; provided, however, that, in the case of clauses (a) through (hg), these transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Private Placement Warrants. 2.6.1 The Private Placement Warrants (including the shares of Common Stock issuable upon exercise of the Private Placement Warrants) shall be identical to the Public Warrants, except that so long as they are held by the Founders Sponsor or any of their respective its Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) shall may not be subject to transferred, assigned or sold until thirty (30) days after the Lock-up completion by the Company of an initial Business Combination (as defined below), and (iii) with respect to Private Placement Warrants held by Cowen Investments, will not be exercisable more than five years from the effective date of the Registration Statement in accordance with FINRA Rule 5110(f)(2)(G)(i) and (iv) shall not be redeemable by the CompanyCompany except as set forth in Section 6.2; provided, however, that in the case of (ii), the Private Placement Warrants and any shares of Common Stock held by the Founders Sponsor or any of their respective its Permitted Transferees and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any persons (including their affiliates and members) participating in the private placement or family members of any of the Private Placement Units;Company’s officers or directors, any members of the Sponsor, or any affiliates of the Sponsor, (b) to the Company’s officers, directors or employees; (c) in the case of an entity, as a distribution to its partners, stockholders or members upon liquidation; (d) in the case of an individual, by gift to a member of one of the members of the individual’s immediate family, family or to a trust, the beneficiary of which is a member of the individual’s immediate familyfamily or an affiliate of such person, or for estate planning purposesto a charitable organization; (ec) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (fd) in the case of an individual, pursuant to a qualified domestic relations order; (g) by pledges to secure obligations incurred in connection with purchases of the Company’s securities; (he) by private sales or by transfers made in connection with the consummation of the Company’s initial Business Combination at prices no greater than the price at which the securities were originally purchased; (i) to the Company for no value for cancellation in connection with the consummation of the initial Business Combination; or (jf) in the event of the Company’s liquidation prior to the Company’s completion of an initial Business Combination; (g) by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; and (h) in the event of the Company’s completion of a liquidation, merger, stock exchange, reorganization or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that, in the case of clauses (a) through (he), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Private Placement Warrants. 2.6.1 The Private Placement Warrants (including the shares of Common Stock issuable upon exercise of the Private Placement Warrants) shall be identical to the Public Warrants, except that so long as they are held by the Founders initial purchasers of the Private Placement Warrants or any of their respective Permitted Transferees (as defined below): (i) the Private Placement Warrants: Warrants and the shares of Common Stock issued upon exercise of the Private Placement Warrants may not be transferred, assigned or sold until thirty (i30) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) shall be subject to days after the Lock-up completion by the Company of an initial Business Combination (as defined below), and (iiiii) with respect to the Private Placement Warrants held by Cowen Investments, will not be exercisable more than five years from the effective date of the Registration Statement in accordance with FINRA Rule 5110(f)(2)(G)(i) and (iv) shall not be redeemable by the Company; provided, however, that in the case of (iii), the Private Placement Warrants and any shares of Common Stock held by the Founders or any of their respective Permitted Transferees and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to any persons (including their affiliates and members) participating in the private placement of the Private Placement Units; (b) to the Company’s officers, directors or employees; (c) in the case of an entity, as a distribution to its partners, stockholders or members upon liquidation; (d) in the case of an individual, by gift to a member of the individualsuch person’s immediate family, family or to a trust, the beneficiary of which is a member of the individualsuch person’s immediate family, an affiliate of such person or for estate planning purposes;to a charitable organization, (eb) in to the case Company’s officers or directors, any affiliate or family member of an individual, any of the Company’s officers or directors or any affiliate of the Sponsor or to any member(s) of the Sponsor, (c) by virtue of the laws of descent and distribution upon death of the individual;such person, (fd) in the case of an individual, pursuant to a qualified domestic relations order;, (g) by pledges to secure obligations incurred in connection with purchases of the Company’s securities; (h) by private sales or transfers made in connection with the consummation of the Company’s initial Business Combination at prices no greater than the price at which the securities were originally purchased; (i) to the Company for no value for cancellation in connection with the consummation of the initial Business Combination; or (je) in the event of the Company’s liquidation prior to the completion of the Company’s initial Business Combination, or (f) in the event that, subsequent to the consummation of the Company’s initial Business Combination, the Company consummates a merger, stock exchange or other similar transaction that results in all of the holders of the Company’s equity securities issued in the Offering having the right to exchange their shares of Common Stock for cash, securities or other property; provided, however, that, in the case of clauses (a) through (hd), these transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Private Placement Warrants. 2.6.1 The Private Placement Warrants (including the shares of Common Stock issuable upon exercise of the Private Placement Warrants) shall be identical to the Public Warrants, except that so long as they are held by the Founders SPAC Sponsor or any of their respective Permitted Transferees (as defined below) ), as applicable, the Private Placement Warrants: (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) shall may not be subject to transferred, assigned or sold until thirty (30) days after the Lock-up (as defined below)completion of the Merger and Share Acquisition, and (iii) with respect to Private Placement Warrants held by Cowen Investments, will not be exercisable more than five years from the effective date of the Registration Statement in accordance with FINRA Rule 5110(f)(2)(G)(i) and (iv) shall not be redeemable by the Company; provided, however, that in the case of (ii), x) the Private Placement Warrants and (y) any shares of Common Stock Shares held by the Founders SPAC Sponsor or any of their respective Permitted Transferees and Transferees, as applicable, issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to any persons (including their affiliates and members) participating in the private placement affiliate of the Private Placement UnitsSPAC Sponsor or to any member(s) of the SPAC Sponsor or any of their affiliates, officers, directors and direct and indirect equityholders; (b) to the Company’s officers, directors or employees; (c) in the case of an entity, as a distribution to its partners, stockholders or members upon liquidation; (d) in the case of an individual, by gift to a member of the such individual’s immediate family, family or to a trust, the beneficiary of which is a member of the such individual’s immediate family, an affiliate of such individual or for estate planning purposesto a charitable organization; (ec) in the case of an individual, by virtue of the laws of descent and distribution upon death of the individualsuch person; (fd) in the case of an individual, pursuant to a qualified domestic relations order; (ge) by pledges to secure obligations incurred in connection with purchases virtue of the Company’s securities; (h) by private sales or transfers made in connection with the consummation laws of the CompanyState of Delaware or the SPAC Sponsor’s initial Business Combination at prices no greater than the price at which the securities were originally purchased; (i) to the Company for no value for cancellation in connection with the consummation limited liability company agreement upon dissolution of the initial Business Combination; or (j) in the event of the Company’s liquidation prior to the completion of the Company’s initial Business CombinationSPAC Sponsor; provided, however, that, in the each case of clauses (a) through (h), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Private Placement Warrants. 2.6.1 The Private Placement Warrants (including the shares of Common Stock issuable upon exercise of the Private Placement Warrants) shall be identical to the Public Warrants, except that so long as they are held by the Founders Sponsor or any of their respective its Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a "cashless basis, ," pursuant to subsection 3.3.1(c) hereof, (ii) shall may not be subject to transferred, assigned or sold until thirty (30) days after the Lock-up completion by the Company of an initial Business Combination (as defined below), and (iii) with respect to Private Placement Warrants held by Cowen Investments, will not be exercisable more than five years from the effective date of the Registration Statement in accordance with FINRA Rule 5110(f)(2)(G)(i) and (iv) shall not be redeemable by the Company; provided, however, that in the case of (ii), the Private Placement Warrants and any shares of Common Stock held by the Founders or any of their respective Permitted Transferees and Shares issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company's executive officers or directors, any persons (including their affiliates and members) participating in the private placement or family members of any of the Private Placement Units;Company's executive officers or directors, any members of the Sponsor, or any affiliates or family members of members of the Sponsor, or any affiliates (or their employees) of the Sponsor, (b) to the Company’s officers, directors or employees; (c) in the case of an entity, as a distribution to its partners, stockholders or members upon liquidation; (d) in the case of an individual, by gift to a member of the individual’s 's immediate family, family or to a trust, the beneficiary of which is a member of the individual’s 's immediate family, an affiliate of such person, or for estate planning purposesto a charitable organization; (ec) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (fd) in the case of an individual, pursuant to a qualified domestic relations order; (g) by pledges to secure obligations incurred in connection with purchases of the Company’s securities; (he) by private sales or by transfers made in connection with the consummation of the Company’s initial 's Business Combination at prices no greater than the price at which the securities were originally purchased; (if) if a holder is an entity, as a distribution to the Company for no value for cancellation in connection with the consummation of the initial Business Combination; orits partners, shareholders or members upon its liquidation; (jg) in the event of the Company’s 's liquidation prior to the Company's completion of an initial Business Combination; (h) by virtue of the laws of Belgium or the Sponsor's constitutional documents upon dissolution of the Sponsor; and (i) in the event of the Company's completion of a liquidation, merger, share exchange, reorganization or other similar transaction which results in all of the Company's shareholders having the right to exchange their Common Shares for cash, securities or other property subsequent to the completion of the Company’s 's initial Business Combination; provided, however, that, in the case of clauses (a) through (f) and (h), these permitted transferees (the “"Permitted Transferees”") must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Private Placement Warrants. 2.6.1 The Private Placement Warrants (including the shares of Common Stock issuable upon exercise of the Private Placement Warrants) shall be identical to the Public Warrants, except that so long as they are held by the Founders Sponsor or any of their respective its Permitted Transferees (as defined below): (i) the Private Placement Warrants: (i) Warrants may be exercised for cash or on a “cashless basis, ,” pursuant to subsection 3.3.1(c) hereof, (ii) shall the Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) may not be subject to transferred, assigned or sold until thirty (30) days after the Lock-up (as defined below)completion by the Company of an initial Business Combination, (iii) with respect to the Private Placement Warrants held by Cowen Investments, will not be exercisable more than five years from the effective date of the Registration Statement in accordance with FINRA Rule 5110(f)(2)(G)(i) and (iv) shall not be redeemable by the CompanyCompany and (iv) the Private Placement Warrants will be entitled to registration rights; provided, however, that in the case of (ii), the Private Placement Warrants and any Class A ordinary shares of Common Stock held by the Founders Sponsor or any of their respective its Permitted Transferees and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any persons (including their affiliates and members) participating in the private placement or family members of any of the Private Placement UnitsCompany’s officers or directors, any members of the Sponsor or any affiliates of the Sponsor; (b) to the Company’s officers, directors or employees; (c) in the case of an entity, as a distribution to its partners, stockholders or members upon liquidation; (d) in the case of an individual, by gift to a member of the individual’s immediate family, or to a trust, the beneficiary of which is a member of the individual’s immediate familyfamily or an affiliate of such person, or for estate planning purposesto a charitable organization; (ec) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (fd) in the case of an individual, pursuant to a qualified domestic relations order; (g) by pledges to secure obligations incurred in connection with purchases of the Company’s securities; (he) by private sales or transfers made in connection with the consummation of the Company’s initial Business Combination at prices no greater than the price at which the securities were originally purchased; (if) to the Company for no value for cancellation in connection with the consummation by virtue of the initial Business Combination; orlaws of the Cayman Islands or the Sponsor’s limited liability company agreement, as amended from time to time, upon dissolution of the Sponsor; (jg) in the event of the Company’s liquidation prior to the Company’s completion of an initial Business Combination; and (h) in the event of the Company’s completion of a liquidation, merger, share exchange, reorganization or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that, in the case of clauses (a) through (hf), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this AgreementAgreement and the other restrictions contained in the letter agreement, dated as of the date hereof, by and among the Company, the Sponsor and other Insiders (as defined therein).

Private Placement Warrants. 2.6.1 The Private Placement Warrants (including the shares of Common Stock issuable upon exercise of the Private Placement Warrants) shall be identical to the Public Warrants, except that so long as they are held by the Founders Sponsor or any of their respective its Permitted Transferees (as defined below) ), the Private Placement Warrants: (i) may be exercised for cash or on a “cashless basis, ,” pursuant to subsection 3.3.1(c) hereof, (ii) including the shares of Common Stock issued or issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall only be subject redeemable by the Company pursuant to Section 6.2 if the Lock-up Reference Value (as defined below), ) is less than $18.00 per share (iii) with respect subject to Private Placement Warrants held by Cowen Investments, will not be exercisable more than five years from the effective date of the Registration Statement adjustment in accordance with FINRA Rule 5110(f)(2)(G)(iSection 4 hereof) and (iv) shall not be redeemable by the CompanyCompany pursuant to Section 6.1 hereof; provided, however, that in the case of (ii), the Private Placement Warrants and any shares of Common Stock held by the Founders or any of their respective Permitted Transferees and issued upon exercise of the Private Placement Warrants held by the Sponsor or any of its Permitted Transferees may be transferred by the holders thereof: (a) to the Company’s officers or directors, any persons (including their affiliates and members) participating in the private placement or family members of any of the Private Placement UnitsCompany’s officers or directors, the Sponsor, any members of the Sponsor, or any affiliates of the Sponsor; (b) to the Company’s officers, directors or employees; (c) in the case of an entity, as a distribution to its partners, stockholders or members upon liquidation; (d) in the case of an individual, by gift to a member of the individual’s immediate family, family or to a trust, the beneficiary of which is a member of the individual’s immediate family, or for estate planning purposesan affiliate of such person or to a charitable organization; (ec) in the case of an individual, by virtue of the laws of descent and distribution upon death of the individual; (fd) in the case of an individual, pursuant to a qualified domestic relations order; (g) by pledges to secure obligations incurred in connection with purchases of the Company’s securities; (he) by private sales or transfers made in connection with the consummation of the Company’s initial Business Combination at prices no greater than the price at which the securities were originally purchased; (i) to the Company for no value for cancellation in connection with the consummation of the initial Business Combination; or (jf) in the event of the Company’s liquidation prior to the completion of the Company’s initial Business Combination; (g) by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; or (h) in the event of the Company’s completion of a liquidation, merger, capital stock exchange, reorganization or other similar transaction which results in all of the holders of the Company’s Public Shares having the right to exchange their shares of Common Stock for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; (the transferees referred to in clauses (a) through (h) above are hereinafter called the “Permitted Transferees”); provided, however, that, that in the case of clauses (a) through (he) and clause (g), these transferees (the “Permitted Transferees”) Transferees must enter into a written agreement with the Company agreeing to be bound by the these transfer restrictions in this Agreementand the other provisions of the letter agreement dated as of [•], 2021 among the Company, the Sponsor and the officers and directors/director nominees of the Company party thereto and deliver such written agreement to the Company prior to or concurrently with the applicable transfer.

Private Placement Warrants. 2.6.1 The Private Placement Warrants (including the shares of Common Stock issuable upon exercise of the Private Placement Warrants) shall be identical to the Public Warrants, except that so long as they are held by the Founders Sponsor or any of their respective its Permitted Transferees (as defined below) ), the Private Placement Warrants: (i) may be exercised for cash or on a “cashless basis, ,” pursuant to subsection 3.3.1(c) hereof, (ii) including the shares of Common Stock issued or issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall only be subject redeemable by the Company pursuant to Section 6.2 if the Lock-up Reference Value (as defined below), ) is less than $18.00 per share (iii) with respect subject to Private Placement Warrants held by Cowen Investments, will not be exercisable more than five years from the effective date of the Registration Statement adjustment in accordance with FINRA Rule 5110(f)(2)(G)(iSection 4 hereof) and (iv) shall not be redeemable by the CompanyCompany pursuant to Section 6.1 hereof; provided, however, that in the case of (ii), the Private Placement Warrants and any shares of Common Stock held by the Founders or any of their respective Permitted Transferees and issued upon exercise of the Private Placement Warrants held by the Sponsor or any of its Permitted Transferees may be transferred by the holders thereof: (a) to the Company’s officers or directors, any persons (including their affiliates and members) participating in the private placement or family members of any of the Private Placement UnitsCompany’s officers or directors, the Sponsor, any members of the Sponsor, or any affiliates of the Sponsor; (b) to the Company’s officers, directors or employees; (c) in the case of an entity, as a distribution to its partners, stockholders or members upon liquidation; (d) in the case of an individual, by gift to a member of the individual’s immediate family, family or to a trust, the beneficiary of which is a member of the individual’s immediate family, or for estate planning purposesan affiliate of such person or to a charitable organization; (ec) in the case of an individual, by virtue of the laws of descent and distribution upon death of the individual; (fd) in the case of an individual, pursuant to a qualified domestic relations order; (g) by pledges to secure obligations incurred in connection with purchases of the Company’s securities; (he) by private sales or transfers made in connection with the consummation of the Company’s initial Business Combination at prices no greater than the price at which the securities were originally purchased; (i) to the Company for no value for cancellation in connection with the consummation of the initial Business Combination; or (jf) in the event of the Company’s liquidation prior to the completion of the Company’s initial Business Combination; (g) by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; or (h) in the event of the Company’s completion of a liquidation, merger, capital stock exchange, reorganization or other similar transaction which results in all of the holders of the Company’s Public Shares having the right to exchange their shares of Common Stock for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; (the transferees referred to in clauses (a) through (h) above are hereinafter called the “Permitted Transferees”); provided, however, that, that in the case of clauses (a) through (he) and clause (g), these transferees (the “Permitted Transferees”) Transferees must enter into a written agreement with the Company agreeing to be bound by the these transfer restrictions in this Agreementand the other provisions of the letter agreement dated as of December 8, 2021 among the Company, the Sponsor and the officers and directors/director nominees of the Company party thereto and deliver such written agreement to the Company prior to or concurrently with the applicable transfer.

Private Placement Warrants. 2.6.1 The Private Placement Warrants (including the shares of Common Stock issuable upon exercise of the Private Placement Warrants) shall be identical to the Public Warrants, except that so long as they are held by the Founders Sponsor or any of their respective its Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a “cashless basis, ,” pursuant to subsection 3.3.1(c) hereof, (ii) shall including the Ordinary Shares issuable upon their exercise, may not be subject to transferred, assigned or sold until thirty (30) days after the Lock-up (as defined below)completion by the Company of an initial Business Combination, (iii) with respect to Private Placement Warrants held by Cowen Investments, will not be exercisable more than five years from the effective date of the Registration Statement in accordance with FINRA Rule 5110(f)(2)(G)(i) and (iv) shall not be redeemable by the CompanyCompany pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of (ii), the Private Placement Warrants and any shares of Common Stock held by the Founders or any of their respective Permitted Transferees and Ordinary Shares issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any persons (including their affiliates and members) participating in the private placement affiliate or family member of any of the Private Placement UnitsCompany’s officers or directors, any affiliate of the Sponsor or to any member of the Sponsor or any of their affiliates; (b) to the Company’s officers, directors or employees; (c) in the case of an entity, as a distribution to its partners, stockholders or members upon liquidation; (d) in the case of an individual, by as a gift to a member of the individualsuch person’s immediate family, family or to a trust, the beneficiary of which is a member of the individualsuch person’s immediate family, an affiliate of such person or for estate planning purposesto a charitable organization; (ec) in the case of an individual, by virtue of laws of descent and distribution upon death of the individualsuch person; (fd) in the case of an individual, pursuant to a qualified domestic relations order; (g) by pledges to secure obligations incurred in connection with purchases of the Company’s securities; (he) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of the Company’s initial Business Combination at prices no greater than the price at which the securities Private Placement Warrants or Ordinary Shares, as applicable, were originally purchased; (if) to the Company for no value for cancellation in connection with the consummation by virtue of the initial Business Combination; orlaws of the Cayman Islands or the Sponsor’s organizational documents upon dissolution of the Sponsor; (jg) in the event of the Company’s liquidation prior to the completion of its initial Business Combination; or (h) in the event of, subsequent to the completion of the Company’s initial Business Combination, the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the public shareholders having the right to exchange their Ordinary Shares for cash, securities or other property; provided, however, that, in the case of clauses (a) through (hf), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Private Placement Warrants. 2.6.1 The Private Placement Warrants (shall be identical to the Public Warrants, except that the Private Placement Warrants, including the shares of Common Stock issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) shall be identical to days after the Public Warrantscompletion by the Company of an initial Business Combination; provided , except that so long as they are however, during such period, the Private Placement Warrants and the Common Stock held by the Founders Sponsor or any of their respective its Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) shall be subject to the Lock-up (as defined below), (iii) with respect to Private Placement Warrants held by Cowen Investments, will not be exercisable more than five years from the effective date of the Registration Statement in accordance with FINRA Rule 5110(f)(2)(G)(i) and (iv) shall not be redeemable by the Company; provided, however, that in the case of (ii), the Private Placement Warrants and any shares of Common Stock held by the Founders or any of their respective Permitted Transferees and are issued upon exercise of the Private Placement Warrants may be transferred transferred, assigned or sold by the holders thereof: (a) to the Company’s officers or directors, any persons (including their affiliates and members) participating in the private placement current or future affiliate or family member of any of the Private Placement UnitsCompany’s officers or directors, any current or future affiliate of the Sponsor or to any member(s), directors, officers or employees of the Sponsor or any of their current or future affiliates; (b) to the Company’s officers, directors or employees; (c) in the case of an entity, as a distribution to its partners, stockholders or members upon liquidation; (d) in the case of an individual, by gift to a member of the such individual’s immediate family, family or to a trust, the beneficiary of which is a member of the such individual’s immediate family, a current or for estate planning purposesfuture affiliate of such individual or to a charitable organization; (ec) in the case of an individual, by virtue of the laws of descent and distribution upon death of the individualsuch person; (fd) in the case of an individual, pursuant to a qualified domestic relations order; (g) by pledges to secure obligations incurred in connection with purchases of the Company’s securities; (he) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of the Company’s an initial Business Combination at prices no greater than the price at which the securities Warrants were originally purchased; (i) to the Company for no value for cancellation in connection with the consummation of the initial Business Combination; or (jf) in the event of the Company’s liquidation prior to the completion consummation of the Company’s initial 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 (he) or (g), these transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Private Placement Warrants. 2.6.1 The Private Placement Warrants (including the shares of Common Stock issuable upon exercise of the Private Placement Warrants) shall be identical to the Public Warrants, except that so long as they are held by the Founders TortoiseEcofin Borrower LLC, a Delaware limited liability company (“TortoiseEcofin Borrower”) or any of their respective its Permitted Transferees (as defined below) ), the Private Placement Warrants: (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) shall may not be subject to the Lock-up (as defined below)transferred, assigned or sold until September 25, 2021 and (iii) with respect to Private Placement Warrants held by Cowen Investments, will not be exercisable more than five years from the effective date of the Registration Statement in accordance with FINRA Rule 5110(f)(2)(G)(i) and (iv) shall not be redeemable by the CompanyCompany for cash pursuant to Section 6.1 hereof; provided, however, that in the case of (ii), the Private Placement Warrants and any shares of Common Stock Shares held by the Founders TortoiseEcofin Borrower or any of their respective its Permitted Transferees and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any persons (including affiliates or family members of any of the Company’s officers or directors, any member(s) of the Sponsor or their affiliates, any affiliates of the Sponsor, any member(s) of TortoiseEcofin Borrower or their affiliates and members) participating in the private placement or any affiliates of the Private Placement UnitsTortoiseEcofin Borrower; (b) to the Company’s officers, directors or employees; (c) in the case of an entity, as a distribution to its partners, stockholders or members upon liquidation; (d) in the case of an individual, by gift to a member members of the individual’s immediate family, family or to a trust, the beneficiary of which is a member of one of the individual’s immediate family, an affiliate of such person or for estate planning purposesto a charitable organization; (ec) in the case of an individual, by virtue of laws of descent and distribution upon death of the individualsuch person; (fd) in the case of an individual, pursuant to a qualified domestic relations order; (ge) by pledges to secure obligations incurred in connection with purchases virtue of the Companylaws of the state of Delaware or TortoiseEcofin Borrower’s securitiesoperating agreement upon dissolution of TortoiseEcofin Borrower; (hf) by private sales or transfers made in connection with the consummation of the Company’s initial Business Combination at prices no greater than the price at which the securities were originally purchased[Reserved]; (ig) to the Company for no value for cancellation in connection with the consummation of the initial Business Combination[Reserved]; or (jh) in the event of the Company’s liquidation prior to the completion of a liquidation, merger, share exchange, restructuring or other similar transaction which results in all of the Company’s initial Business Combinationshareholders having the right to exchange their Common Shares for cash, securities or other property; provided, however, that, in the case of clauses (a) through (hf), these transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Private Placement Warrants. 2.6.1 The Private Placement Warrants (including the shares of Common Stock issuable upon exercise of the Private Placement Warrants) shall be identical to the Public Warrants, except that so long as they are held by the Founders Tortoise Borrower or any of their respective its Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) shall may not be subject to transferred, assigned or sold until thirty (30) days after the Lock-up completion by the Company of an initial Business Combination (as defined below), (iii) with respect to Private Placement Warrants held by Cowen Investments, will not be exercisable more than five years from the effective date of the Registration Statement in accordance with FINRA Rule 5110(f)(2)(G)(i) and (iviii) shall not be redeemable by the CompanyCompany for cash pursuant to Section 6.1 hereof; provided, however, that in the case of (ii), the Private Placement Warrants and any shares of Common Stock held by the Founders Tortoise Borrower or any of their respective its Permitted Transferees and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any persons (including affiliates or family members of any of the Company’s officers or directors, any member(s) of the Sponsor or their affiliates, any affiliates of the Sponsor, any member(s) of Tortoise Borrower or their affiliates and members) participating in the private placement or any affiliates of the Private Placement UnitsTortoise Borrower; (b) to the Company’s officers, directors or employees; (c) in the case of an entity, as a distribution to its partners, stockholders or members upon liquidation; (d) in the case of an individual, by gift to a member members of the individual’s immediate family, family or to a trust, the beneficiary of which is a member of one of the individual’s immediate family, an affiliate of such person or for estate planning purposesto a charitable organization; (ec) in the case of an individual, by virtue of laws of descent and distribution upon death of the individualsuch person; (fd) in the case of an individual, pursuant to a qualified domestic relations order; (ge) by pledges to secure obligations incurred in connection with purchases virtue of the Companylaws of the state of Delaware or Tortoise Borrower’s securitiesoperating agreement upon dissolution of Tortoise Borrower; (hf) by private sales or transfers made in connection with the consummation of the Company’s initial Business Combination at prices no greater than the price at which the securities Private Placement Warrants were originally purchased; (i) to the Company for no value for cancellation in connection with the consummation of the initial Business Combination; or (jg) in the event of the Company’s liquidation prior to the completion of the Company’s initial Business Combination; or (h) in the event of the Company’s completion of a liquidation, merger, stock exchange, restructuring or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that, in the case of clauses (a) through (hf), these transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Private Placement Warrants. 2.6.1 The Private Placement Warrants (including the shares of Common Stock issuable upon exercise of the Private Placement Warrants) shall be identical to the Public Warrants, except that so long as they are held by the Founders Sponsor or any of their respective its Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) shall may not be subject to transferred, assigned or sold until thirty (30) days after the Lock-up completion by the Company of an initial Business Combination (as defined below), and (iii) with respect to Private Placement Warrants held by Cowen Investments, will not be exercisable more than five years from the effective date of the Registration Statement in accordance with FINRA Rule 5110(f)(2)(G)(i) and (iv) shall not be redeemable by the Company; provided, however, that in the case of (ii), the Private Placement Warrants and any shares of Common Stock held by the Founders Sponsor or any of their respective its Permitted Transferees and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to any persons (including their affiliates and members) participating in the private placement of the Private Placement Units; (b) to the Company’s officers, directors or employees; (c) in the case of an entity, as a distribution to its partners, stockholders or members upon liquidation; (d) in the case of an individual, by as a gift to a member of the individualsuch person’s immediate family, family or to a trust, the beneficiary of which is a member of the individualsuch person’s immediate family, an affiliate of such person or for estate planning purposes;to a charitable organization, (eb) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors or any member or affiliate of such Sponsor, (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of the individual;such person, (fd) in the case of an individual, pursuant to a qualified domestic relations order;, (ge) by pledges to secure obligations incurred in connection with purchases of the Company’s securities; (h) by through private sales or transfers made in connection with the consummation of the Company’s initial Business Combination at prices no greater than the price at which the securities Warrants were originally purchased; (i) to the Company for no value for cancellation in connection with the consummation of the initial Business Combination; , or (jf) in the event of the Company’s liquidation prior to the completion of the initial Business Combination, (g) by virtue of the laws of the state of Delaware and the Sponsor’s limited liability company operating agreement upon dissolution of the Sponsor, (h) in the event that, subsequent to the consummation of the Company’s initial Business Combination, the Company consummates a liquidation, merger, stock exchange or other similar transaction that results in all of the holders of the Company’s equity securities issued in the Offering having the right to exchange their shares of Common Stock for cash, securities or other property; provided, however, that, in the case of clauses (a) through (he) and (g), these transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Private Placement Warrants. 2.6.1 The Private Placement Warrants (including the shares of Common Stock issuable upon exercise of the Private Placement Warrants) shall be identical to the Public Warrants, except that so long as they are held by the Founders or any of their respective Permitted Transferees (as defined below) the Private Placement Warrants: (i) shall not be redeemable by the Company; (ii) may not (including the Class A Shares issued upon exercise of the Private Placement Warrants) be transferred, assigned or sold until the date that is thirty (30) days after the completion by the Company of an initial Business Combination; (iii) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (iiiv) shall be use a different Black-Scholes Warrant Model for purposes of calculating the Black-Scholes Warrant Value as specified in Section 4.4 and (v) are not subject to the Lock-up (as defined belowcashless exercise provisions of Section 7.4(b), (iii) with respect to Private Placement Warrants held by Cowen Investments, will not be exercisable more than five years from the effective date of the Registration Statement in accordance with FINRA Rule 5110(f)(2)(G)(i) and (iv) shall not be redeemable by the Company; provided, however, that in notwithstanding the case provisions of clause (ii), the Private Placement Warrants and any shares of Common Stock held by the Founders or any of their respective Permitted Transferees and Class A Shares issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any persons (including their affiliates and members) participating in the private placement affiliate or family member of any of the Private Placement UnitsCompany’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates; (b) to the Company’s officers, directors or employees; (c) in the case of an entity, as a distribution to its partners, stockholders or members upon liquidation; (d) in the case of an individual, by gift to a member of the such individual’s immediate family, family or to a trust, the beneficiary of which is a member of the such individual’s immediate family, an affiliate of such individual or for estate planning purposesto a charitable organization; (ec) in the case of an individual, by virtue of the laws of descent and distribution upon death of the individualsuch person; (fd) in the case of an individual, pursuant to a qualified domestic relations order; (g) by pledges to secure obligations incurred in connection with purchases of the Company’s securities; (he) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of the Company’s an initial Business Combination at prices no greater than the price at which the securities Class A Shares or Warrants were originally purchased; (if) to the Company for no value for cancellation in connection with the consummation by virtue of the initial Business Combination; orlaws of the Cayman Islands or the limited liability company agreement of the Sponsor upon dissolution of the Sponsor; (jg) in the event of the Company’s liquidation prior to the completion consummation of a Business Combination; and (h) in the Company’s event that, subsequent to the consummation of an initial Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their Class A Shares for cash, securities or other property; provided, however, that, in the case of clauses (a) through (hf), these transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this AgreementAgreement and the other restrictions contained in the letter agreement, dated as of the date hereof, by and among the Company, the Sponsor and the Company’s officers and directors.

Private Placement Warrants. 2.6.1 The Private Placement Warrants (including the shares of Common Stock issuable upon exercise of the Private Placement Warrants) shall be identical to the Public Warrants, except that so long as they are held by the Founders Sponsor or any of their respective its Permitted Transferees (as defined below) ), the Private Placement Warrants: (i) may be exercised for cash or on a “cashless basis”, pursuant to subsection 3.3.1(c) hereof, hereof and (ii) shall including the shares of Common Stock issuable upon exercise of the Private Placement Warrants, may not be subject to transferred, assigned or sold until the Lock-up date that is thirty (30) days after the completion by the Company the Business Combination (as defined below); provided that, (iii) with respect to Private Placement Warrants held by Cowen Investments, will not be exercisable more than five years from the effective date of the Registration Statement in accordance with FINRA Rule 5110(f)(2)(G)(i) and (iv) shall not be redeemable by the Company; provided, however, that in the case of clause (ii), the Private Placement Warrants and any shares of Common Stock held by the Founders Sponsor or any of their respective its Permitted Transferees and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any persons (including their affiliates and members) participating in the private placement or family members of any of the Private Placement UnitsCompany’s officers or directors, any affiliate of the Sponsor or to any members of the Sponsor or any of their affiliates; (b) to the Company’s officers, directors or employees; (c) in the case of an entity, as a distribution to its partners, stockholders or members upon liquidation; (d) in the case of an individual, by gift to a member of the such individual’s immediate family, family or to a trust, the beneficiary of which is a member of the such individual’s immediate family, an affiliate of such individual or for estate planning purposesto a charitable organization; (ec) in the case of an individual, by virtue of laws of descent and distribution upon death of the such individual; (fd) in the case of an individual, pursuant to a qualified domestic relations order; (g) by pledges to secure obligations incurred in connection with purchases of the Company’s securities; (he) by private sales or transfers made in connection with the consummation of the Company’s initial Business Combination at prices no greater than the price at which the securities were originally purchased; (f) by virtue of the laws of the State of Delaware or the limited liability company agreement of the Sponsor upon dissolution of the Sponsor; (g) [intentionally omitted]; (h) [intentionally omitted]; or (i) in the event that, subsequent to the Company for no value for cancellation in connection with the consummation of the initial Business Combination; or (j) , the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction which results in the event all of the Company’s liquidation prior stockholders having the right to the completion exchange their shares of the Company’s initial Business CombinationCommon Stock for cash, securities or other property; provided, however, that, in the case of clauses (a) through (hf), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this AgreementAgreement and the other restrictions contained in the letter agreement, dated as of the date hereof, by and among the Company, the Sponsor, ▇▇▇▇▇▇▇▇▇ LLC, and the Company’s officers and directors.