Common use of Private Placement Warrants Clause in Contracts

Private Placement Warrants. The Warrant Agent shall not register any transfer of Private Placement Warrants until 30 days after the consummation by the Company of an initial Business Combination, except for transfers (i) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners of the Company’s sponsor or their affiliates, or any affiliates of the Company’s sponsor, (ii) 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, an affiliate of such person or to a charitable organization, (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual, (iv) in the case of an individual, pursuant to a qualified domestic relations order, (v) by private sales or transfers made in connection with the Business Combination at prices no greater than the price at which the Private Placement Warrants were originally purchased, (vi) by virtue of the holder’s organizational documents upon liquidation or dissolution of the holder, (vii) to the Company for no value for cancellation in connection with the consummation of the Business Combination, (viii) in the event of the Company’s liquidation prior to the completion of a Business Combination, or (ix) in the event of 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 a Business Combination, in each case (except for clause (vii) or with the prior written consent of the Company) on the condition that prior to such registration for transfer, the Warrant Agent shall be presented with written documentation pursuant to which each transferee or the trustee or legal guardian for such transferee (the “ permitted transferees”) agrees to be bound by the terms of the Private Placement Warrants Purchase Agreement.

Private Placement Warrants. The Warrant Agent shall not register any transfer of Private Placement Warrants until 30 days after the consummation by the Company of an initial Business Combination, except for transfers (i) among the initial stockholders or to the Company’s officers or the initial stockholders’ members, officers, directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners of the Company’s sponsor consultants or their affiliates, or any affiliates of the Company’s sponsor, (ii) to a holder’s stockholders or members upon the holder’s liquidation, in each case if the case of holder is an individualentity, (iii) by bona fide gift to a member of the individualholder’s immediate family or to a trust, the beneficiary of which is the holder or a member of one of the individualholder’s immediate family, an affiliate of such person or to a charitable organizationin each case for estate planning purposes, (iiiiv) in the case of an individual, by virtue of the laws of descent and distribution upon death of the individualdeath, (ivv) in the case of an individual, pursuant to a qualified domestic relations order, (v) by private sales or transfers made in connection with the Business Combination at prices no greater than the price at which the Private Placement Warrants were originally purchased, (vi) by virtue of the holder’s organizational documents upon liquidation or dissolution of the holder, (vii) to the Company for no value for cancellation in connection with the consummation of the a Business Combination, (vii) in connection with the consummation of a Business Combination at prices no greater than the price at which the Warrants were originally purchased, (viii) in the event of the Company’s liquidation prior to the completion its consummation of a an initial Business Combination, Combination or (ix) in the event that, subsequent to the consummation of completion of an initial Business Combination, the Company completes a liquidation, merger, share capital stock exchange or other similar transaction which results in all of the Company’s shareholders stockholders having the right to exchange their Class A Ordinary Shares Common Stock for cash, securities or other property subsequent to the completion of a Business Combinationproperty, in each case (except for clause clauses (viivi), (viii) or (ix) or with the Company’s prior written consent of the Companyconsent) on the condition that prior to such registration for transfer, the Warrant Agent shall be presented with written documentation pursuant to which each transferee (each, a “Permitted Transferee”) or the trustee or legal guardian for such transferee (the “ permitted transferees”) Permitted Transferee agrees to be bound by the terms of transfer restrictions contained in this Agreement and any other applicable agreement the Private Placement Warrants Purchase Agreementtransferor is bound by.

Private Placement Warrants. The Warrant Agent shall not register any transfer of Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) may not be transferred, assigned or sold until 30 thirty (30) days after the consummation completion by the Company of an initial Business CombinationCombination (as defined below), except for transfers and (iiii) shall not be redeemable by the Company; provided, however, that in the case of (ii), the Private Placement Warrants and any 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 affiliates or family members of any of the Company’s officers or directors, any members or partners of the Company’s sponsor or their affiliatesSponsor, or any affiliates of the Company’s sponsor, Sponsor, (iib) in the case of an individual, by gift to a member of one of the members 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, family or an affiliate of such person person, or to a charitable organization, ; (iiic) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual, ; (ivd) in the case of an individual, pursuant to a qualified domestic relations order, ; (ve) by private sales or by transfers made in connection with the consummation of the Company’s Business Combination at prices no greater than the price at which the Private Placement Warrants securities were originally purchased, ; (vi) by virtue of the holder’s organizational documents upon liquidation or dissolution of the holder, (vii) to the Company for no value for cancellation in connection with the consummation of the Business Combination, (viiif) in the event of the Company’s liquidation prior to the Company’s completion of a 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 (ixh) in the event of the Company’s completion of a liquidation, merger, share stock 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 a the Company’s initial Business Combination; provided, however, that, in each the case of clauses (except for clause a) through (viie), these permitted transferees (the “Permitted Transferees”) or must enter into a written agreement with the prior written consent of the Company) on the condition that prior to such registration for transfer, the Warrant Agent shall be presented with written documentation pursuant to which each transferee or the trustee or legal guardian for such transferee (the “ permitted transferees”) agrees Company agreeing to be bound by the terms of the Private Placement Warrants Purchase transfer restrictions in this Agreement.

Private Placement Warrants. The Warrant Agent shall not register any transfer of Private Placement Warrants until 30 days after the consummation by the Company of an initial Business Combination, except for transfers (i) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners of the Company’s sponsor Sponsor or their affiliates, or any affiliates of the Company’s sponsorSponsor, (ii) 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, an affiliate of such person or to a charitable organization, (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual, (iv) in the case of an individual, pursuant to a qualified domestic relations order, (v) by private sales or transfers made in connection with the Business Combination at prices no greater than the price at which the Private Placement Warrants were originally purchased, (vi) by virtue of the holder’s organizational documents upon liquidation or dissolution of the holder, (vii) to the Company for no value for cancellation in connection with the consummation of the Business Combination, (viii) in the event of the Company’s liquidation prior to the completion of a Business Combination, or (ix) in the event of 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 a Business Combination, in each case (except for clause (vii) or with the prior written consent of the Company) on the condition that prior to such registration for transfer, the Warrant Agent shall be presented with written documentation pursuant to which each transferee or the trustee or legal guardian for such transferee (the “ permitted transferees”) agrees to be bound by the terms of the Private Placement Warrants Purchase Agreement.

Private Placement Warrants. The Warrant Agent shall not register any transfer of Private Placement Warrants until 30 days after the consummation by the Company of an initial Business Combination, except for transfers (i) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners of the Company’s sponsor Sponsor or their affiliates, or any affiliates of the Company’s sponsorSponsor, (ii) 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, an affiliate of such person or to a charitable organization, (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual, (iv) in the case of an individual, pursuant to a qualified domestic relations order, (v) by private sales or transfers made in connection with the Business Combination at prices no greater than the price at which the Private Placement Warrants were originally purchased, (vi) by virtue of the holder’s organizational documents upon liquidation or dissolution of the holder, (vii) to the Company for no value for cancellation in connection with the consummation of the Business Combination, (viii) in the event of the Company’s liquidation prior to the completion of a Business Combination, or (ix) in the event of 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 share of Common Stock for cash, securities or other property subsequent to the completion of a Business Combination, in each case (except for clause (vii) or with the prior written consent of the Company) on the condition that prior to such registration for transfer, the Warrant Agent shall be presented with written documentation pursuant to which each transferee or the trustee or legal guardian for such transferee (the “ “permitted transferees”) agrees to be bound by the terms of the Private Placement Warrants Purchase Agreement.

Private Placement Warrants. The Warrant Agent shall not register any transfer of Private Placement Warrants until 30 days after the consummation by the Company of an initial Business Combination, except for transfers (i) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners of the Company’s sponsor Sponsor or their affiliates, or any affiliates of the Company’s sponsorSponsor, (ii) 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, an affiliate of such person or to a charitable organization, (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual, (iv) in the case of an individual, pursuant to a qualified domestic relations order, (v) by private sales or transfers made in connection with the Business Combination at prices no greater than the price at which the Private Placement Warrants were originally purchased, (vi) by virtue of the holder’s organizational documents upon liquidation or dissolution of the holder, (vii) to the Company for no value for cancellation in connection with the consummation of the Business Combination, (viii) in the event of the Company’s liquidation prior to the completion of a Business Combination, or (ix) in the event of 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 a Business Combination, in each case (except for clause (vii) or with the prior written consent of the Company) on the condition that prior to such registration for transfer, the Warrant Agent shall be presented with written documentation pursuant to which each transferee or the trustee or legal guardian for such transferee (the “ “permitted transferees”) agrees to be bound by the terms of the Private Placement Warrants Purchase Agreement.