Common use of Private Warrants and Working Capital Warrants Clause in Contracts

Private Warrants and Working Capital Warrants. The Private Warrants and Working Capital Warrants, if any, will be issued substantially in the same form as the Public Warrants but they (i) will not be redeemable by the Company and (ii) may be exercised for cash or on a cashless basis at the holder’s option, in either case as long as the Private Warrants or the Working Capital Warrants, as the case may be, are held by the initial purchasers or their affiliates and Permitted Transferees (as defined below). Once a Private Warrant or a Working Capital Warrant, as the case may be, is transferred to a holder other than an affiliate or a Permitted Transferee, it shall be treated as a Public Warrant hereunder for all purposes. The Private Warrants and the Working Capital Warrants may not be sold, transferred, assigned, pledged or hypothecated, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of, the Private Warrants or the Working Capital Warrants, as the case may be (or any securities underlying the Private Warrants or the Working Capital Warrants) for a period of 30 days after the consummation by the Company of an initial merger, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses or entities (the “Business Combination”) except (i) to the Company’s pre-Public Offering stockholders or their affiliates, or to the Company’s officers, directors, advisors and employees, (ii) transfers to a Registered Holder’s affiliates or its members upon its liquidation, (iii) to relatives and trusts for estate planning purposes, (iv) by virtue of the laws of descent and distribution upon death, (v) pursuant to a qualified domestic relations order, (vi) by private sales made at prices no greater than the price at which the Private Warrants or the Working Capital Warrants, as the case may be, were originally purchased or (vii) to the Company for cancellation in connection with consummation of a Business Combination, in each case (except for clause vii) where the permitted transferee (the “Permitted Transferee”) agrees to the terms of the transfer restrictions.

Private Warrants and Working Capital Warrants. The Private Warrants and Working Capital Warrants shall be identical to the Public Warrants, if anyexcept that so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below), will be issued substantially in the same form as the Public Private Warrants but they and Working Capital Warrants: (i) will not be redeemable by the Company and (ii) may be exercised for cash or on a “cashless basis at basis”, pursuant to subsection 3.3.1(c) hereof, (ii) including the holder’s option, in either case as long as Ordinary Shares issuable upon exercise of the Private Warrants or the and Working Capital Warrants, as the case may be, are held by the initial purchasers or their affiliates and Permitted Transferees (as defined below). Once a Private Warrant or a Working Capital Warrant, as the case may be, is transferred to a holder other than an affiliate or a Permitted Transferee, it shall be treated as a Public Warrant hereunder for all purposes. The Private Warrants and the Working Capital Warrants may not be sold, transferred, assigned, pledged assigned or hypothecated, or be sold until the subject of any hedging, short sale, derivative, put, or call transaction date that would result in the effective economic disposition of, the Private Warrants or the Working Capital Warrants, as the case may be is thirty (or any securities underlying the Private Warrants or the Working Capital Warrants30) for a period of 30 days after the consummation completion by the Company of an initial merger, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses or entities (the “Business Combination”, (iii) except shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iiv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of clause (ii), the Private Warrants, Working Capital Warrants and any Ordinary Shares held by the Sponsor or any of its Permitted Transferees and issued upon exercise of the Private Warrants or Working Capital Warrants may be transferred by the holders thereof: (a) to the Company’s pre-Public Offering stockholders officers or their affiliatesdirectors, any affiliates or to family members of any of the Company’s officers, officers or directors, advisors and employeesany affiliate of the Sponsor or to any members of the Sponsor or any of their affiliates; (b) in the case of an individual, (ii) transfers by gift to a Registered Holdermember of such individual’s affiliates immediate family or its members upon its liquidationto a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (iiic) to relatives and trusts for estate planning purposesin the case of an individual, (iv) by virtue of the laws of descent and distribution upon deathdeath of such individual; (d) in the case of an individual, (v) pursuant to a qualified domestic relations order, ; (vie) 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 Private Warrants securities were originally purchased; (f) by virtue of the laws of the Cayman Islands or the Working Capital Warrants, as limited liability company agreement of the case may be, were originally purchased or Sponsor upon dissolution of the Sponsor; (viig) to the Company for no value for cancellation in connection with the consummation of its initial Business Combination; (h) in the event of the Company’s liquidation prior to the 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 shareholders having the right to exchange their Ordinary Shares for cash, securities or other property; provided, however, that, in each the case of clauses (except for clause viia) where the through (f), these permitted transferee transferees (the “Permitted TransfereeTransferees”) agrees must enter into a written agreement with the Company agreeing to be bound by the terms transfer restrictions in this Agreement and the other restrictions contained in the letter agreement, dated as of the transfer restrictionsdate hereof, by and among the Company, the Sponsor, and the Company’s officers and directors.