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

Private Placement Warrants and Working Capital Warrants. The Private Placement Warrants and the 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 Permitted Transferees (as defined below), as applicable, the Private Placement Warrants and the Working Capital Warrants: (i) shall not be redeemable by the Company; (ii) 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); (iii) may not (including the Ordinary Shares issued upon exercise of the Private Placement Warrants and the 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 (as defined below); and (iv) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof; provided, however, that in the case of (ii), the Private Placement Warrants and the Working Capital Warrants and any Ordinary Shares held by the Founders or any of their Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred by the holders thereof:

Private Placement Warrants and Working Capital Warrants. The Private Placement Warrants and the Working Capital Warrants shall be identical to the Public Warrants, except that so long as they are held by the Founders Sponsor or the lender of such working capital loans (the “Purchaser”) or any of their Permitted Transferees (as defined below), as applicable, the Private Placement Warrants and the Working Capital Warrants: (i) shall not may be redeemable by the Company; exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) with respect to Private Placement Warrants held by Cowen Investments, will may 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); (iii) may not transferred, assigned or sold (including the Ordinary Shares any shares of Common Stock issued upon exercise of the Private Placement Warrants and the or 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 (as defined below); Combination, and (iviii) may shall not be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereofredeemable by the Company; provided, however, that in the case of (ii), the Private Placement Warrants and the Working Capital Warrants and any Ordinary Shares shares of Common Stock held by the Founders applicable Purchaser or any of their applicable Permitted Transferees, as applicable, Transferees and issued upon exercise of the Private Placement Warrants and or the Working Capital Warrants may be transferred by the holders thereof:

Private Placement Warrants and Working Capital Warrants. The Private Placement Warrants and the Working Capital Warrants shall be identical to the Public Warrants, except that so long as they are held by the Founders Sponsors or any of their Permitted Transferees (as defined below), as applicable, the Private Placement Warrants and the Working Capital Warrants: (i) shall not may be redeemable by the Company; 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 (x) thirty (30) days after the completion by the Company of an initial Business Combination (as defined below) or (y) in compliance with respect FINRA Rule 5110(e), to Private Placement Warrants held the extent such date falls within the 180-day period immediately following commencement of sales of the Offering, after the 180-day period immediately following commencement of sales of the Offering, subject to certain exceptions permitted by Cowen InvestmentsFINRA Rule 5110(e)(2), (iii) 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)(i5110(g)(8); (iii) may not (including the Ordinary Shares issued upon exercise , as long as they are beneficially owned by SGAM or any of the Private Placement Warrants and the Working Capital Warrants) be transferredits related persons, assigned or sold until the date that is thirty (30) days after the completion by the Company of an initial Business Combination (as defined below); and (iv) may shall not be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereofredeemable by the Company; provided, however, that in the case of (ii), ) the Private Placement Warrants and the Working Capital Warrants and any Ordinary Shares shares of Common Stock held by the Founders Sponsors or any of their Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred by the holders thereof:

Private Placement Warrants and Working Capital Warrants. The Private Placement Warrants and the Working Capital Warrants shall be identical to the Public Warrants, except that so long as they are held by the Founders Sponsor, the Representative or any of their respective Permitted Transferees (as defined below), as applicable, the Private Placement Warrants and the Working Capital Warrants: (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) including the Common Stock issuable upon exercise of the Private Placement Warrants and the Working Capital Warrants may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination (as defined below), (iii) shall not be redeemable by the Company; Company pursuant to Section 6.1 hereof and (iiiv) with respect to Private Placement Warrants so long as they are held by Cowen Investmentsthe Representative or their Permitted Transferees, 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); (iii) may not (including the Ordinary Shares issued upon exercise of the Private Placement Warrants and the 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 (as defined below); and (iv) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof; provided, however, that in the case of (ii), the Private Placement Warrants and Warrants, the Working Capital Warrants and any Ordinary Shares shares of Common Stock held by the Founders Sponsor, the Representative or any of their respective Permitted Transferees, as applicable, and any shares of Common Stock issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred by the holders thereof:

Private Placement Warrants and Working Capital Warrants. The Other than with respect to Warrant Price (as defined below) and Exercise Period (as defined below), as described in Sections 3.1 and 3.2, the Private Placement Warrants and the Working Capital Warrants shall be identical to the Public Warrants, except that so long as they are held by either the Founders Sponsor, the Underwriters or any of their respective Permitted Transferees (as defined below), as applicable, the Private Placement Warrants and the Working Capital Warrants: (i) shall not may be redeemable by the Company; exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) 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); (iii) may not (including the Ordinary Shares issued upon exercise of the Private Placement Warrants and the 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 (as defined below); , (iii) shall not be redeemable by the Company and (iv) may so long as they are held by the Underwriters or their Permitted Transferees, will not be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereofexercisable more than five years from the effective date of the Registration Statement in accordance with FINRA Rule 5110(f)(2)(G)(i); provided, however, that in the case of (ii), ) the Private Placement Warrants and the Working Capital Warrants and any Ordinary Shares shares of Common Stock held by either the Founders Sponsor or any officers or directors of their the Company, or any Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred by the holders thereof:

Private Placement Warrants and Working Capital Warrants. The Private Placement Warrants and the Working Capital Warrants shall be identical to the Public Warrants, except that so long as they are held by the Founders Initial Purchasers or any of their Permitted Transferees (as defined below), as applicable, the Private Placement Warrants and the Working Capital Warrants: (i) shall not may be redeemable by the Companyexercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof; (ii) 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); (iii) may not (including the Ordinary Class A Shares issued upon exercise of the Private Placement Warrants and the 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 Combination; (iii) shall not be redeemable by the Company 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); and (iv) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof; provided, however, that in the case of (ii), the Private Placement Warrants and the Working Capital Warrants and any Ordinary Class A Shares held by the Founders Initial Purchasers or any of their Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred by the holders thereof:

Private Placement Warrants and Working Capital Warrants. The Private Placement Warrants, the Novator Private Placement Warrants and the Working Capital 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 its Permitted Transferees (as defined below), as applicable, they: (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof and (ii) shall not be redeemable by the Company pursuant to the terms hereof. The Private Placement Warrants, the Novator Private Placement Warrants and the Working Capital Warrants: (i) shall not be redeemable by the Company; (ii) 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); (iii) may not (including the Ordinary Shares issued issuable upon exercise of the Private Placement Warrants and the Working Capital Warrants) their exercise, subject to certain exceptions, may not be transferred, assigned or sold until the date that is thirty (30) days after the completion by the Company of an initial Business Combination (as defined below); and (iv) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof; provided, however, that in the case of (ii)Private Placement Warrants, the Novator Private Placement Warrants and the Working Capital Warrants and any Ordinary Shares held by the Founders or any of their Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants, the Novator Private Placement Warrants and or the Working Capital Warrants that, in each case, are held by the original purchasers thereof or any Permitted Transferees may be transferred by the holders thereof:

Private Placement Warrants and Working Capital Warrants. The Other than with respect to Warrant Price (as defined below) and Exercise Period (as defined below), as described in Sections 3.1 and 3.2, the Private Placement Warrants and the Working Capital Warrants shall be identical to the Public Warrants, except that so long as they are held by either the Founders Sponsor, FG SPAC Partners LP, the Underwriters or any of their respective Permitted Transferees (as defined below), as applicable, the Private Placement Warrants and the Working Capital Warrants: (i) shall not may be redeemable by the Company; exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) 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); (iii) may not (including the Ordinary Shares issued upon exercise of the Private Placement Warrants and the 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 (as defined below); , (iii) shall not be redeemable by the Company and (iv) may so long as they are held by the Underwriters or their Permitted Transferees, will not be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereofexercisable more than five years from the effective date of the Registration Statement in accordance with FINRA Rule 5110(f)(2)(G)(i); provided, however, that in the case of (ii), ) the Private Placement Warrants and the Working Capital Warrants and any Ordinary Shares shares of Common Stock held by either the Founders Sponsor, FG SPAC Partners LP or any officers or directors of their the Company, or any Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred by the holders thereof:

Private Placement Warrants and Working Capital Warrants. The Private Placement Warrants and the Working Capital Warrants shall be identical to the Public Warrants, except that so long as they are held by the Founders Sponsor, BTIG or any of their Permitted Transferees (as defined below), as applicable, the Private Placement Warrants and the Working Capital Warrants: (i) shall not may be redeemable by the Company; exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) 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); (iii) may not (including the Ordinary Shares issued upon exercise of the Private Placement Warrants and the 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 (as defined below); , (iii) shall not be redeemable by the Company, and (iv) may so long as they are held by BTIG or its Permitted Transferees, will not be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereofexercisable more than five years from the effective date of the Registration Statement in accordance with FINRA Rule 5110(f)(2)(G)(i); provided, however, that in the case of (ii), the Private Placement Warrants and the Working Capital Warrants and any Ordinary Shares shares of Common Stock held by the Founders Sponsor, BTIG or any officers or directors of their the Company, or any Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred by the holders thereof:

Private Placement Warrants and Working Capital Warrants. The Private Placement Warrants and the Working Capital Warrants shall be identical to the Public Warrants, except that so long as they are held by the Founders Sponsor, the Representative, Northland or any of their respective Permitted Transferees (as defined below), as applicable, the Private Placement Warrants and the Working Capital Warrants: (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) including the Common Stock issuable upon exercise of the Private Placement Warrants and the Working Capital Warrants may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination (as defined below), (iii) shall not be redeemable by the Company; Company pursuant to Section 6.1 hereof and (iiiv) with respect to Private Placement Warrants so long as they are held by Cowen Investmentsthe Representative, Northland or their Permitted Transferees, 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); (iii) may not (including the Ordinary Shares issued upon exercise of the Private Placement Warrants and the 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 (as defined below); and (iv) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof; provided, however, that in the case of (ii), the Private Placement Warrants and Warrants, the Working Capital Warrants and any Ordinary Shares shares of Common Stock held by the Founders Sponsor, the Representative, Northland or any of their respective Permitted Transferees, as applicable, and any shares of Common Stock issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred by the holders thereof:

Private Placement Warrants and Working Capital Warrants. The Private Placement Warrants, the Working Capital Warrants and the Working Capital Founder Warrants shall be identical to the Public Warrants, except that so long as they are held by the Founders Sponsor, affiliates of the Sponsor or any of their Permitted Transferees (as defined below), as applicable, the Private Placement Warrants, the Working Capital Warrants and the Working Capital Founder Warrants: (i) shall not may be redeemable by the Company; exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1(c) hereof, (ii) 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); (iii) may not (including the Ordinary Shares issued issuable upon exercise of the Private Placement Warrants, the Working Capital Warrants and the Working Capital Founder Warrants) , may not be transferred, assigned or sold until the date that is thirty (30) days after the completion by the Company of an initial Business Combination (as defined below); and (iviii) may the Private Placement Warrants, the Working Capital Warrants and the Founder Warrants shall not be exercised for cash or on a cashless basis, redeemable by the Company pursuant to subsection 3.3.1(c) Section 6.1 hereof or Section 6.2 hereof; provided, however, that in the case of clause (ii), the Private Placement Warrants, the Working Capital Warrants and the Working Capital Founder Warrants and any Ordinary Shares held by the Founders Sponsor, affiliates of the Sponsor or any of their Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants, Working Capital Warrants and the Working Capital Founder Warrants may be transferred by the holders thereof:

Private Placement Warrants and Working Capital Warrants. The Private Placement Warrants and the 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 Permitted Transferees (as defined below), as applicable, the Private Placement Warrants and the Working Capital Warrants: (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) including the Common Stock issuable upon exercise of the Private Placement Warrants and the Working Capital Warrants may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination (as defined below), (iii) shall not be redeemable by the Company; Company pursuant to Section 6.1 hereof and (iiiv) with respect if issued to 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)(i5110(g)(8)(A); (iii) may not (including the Ordinary Shares issued upon exercise of the Private Placement Warrants and the 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 (as defined below); and (iv) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof; provided, however, that in the case of (ii), the Private Placement Warrants and Warrants, the Working Capital Warrants and any Ordinary Shares shares of Common Stock held by the Founders Sponsor, the Representative or any of their respective Permitted Transferees, as applicable, and any shares of Common Stock issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred by the holders thereof:

Private Placement Warrants and Working Capital Warrants. The Private Placement Warrants and the Working Capital Warrants shall be identical to the Public Warrants, except that so long as they are held by the Founders original purchasers thereof or any of their Permitted Transferees (as defined below), as applicable, the Private Placement Warrants and the Working Capital Warrants) they: (i) shall not be redeemable by the Company; (ii) 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); (iii) may not (including the Ordinary Shares issued upon exercise of the Private Placement Warrants and the 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 (as defined below); and (iv) 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 issuable upon exercise of the Private Placement Warrants and the Working Capital Warrants, subject to certain exceptions, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) the holders thereof (including with respect to the shares of Common Stock issuable upon exercise of the Private Placement Warrants and the Working Capital Warrants) are entitled to certain separately agreed upon registration rights; provided, however, that in the case of clause (ii), the Private Placement Warrants and the Working Capital Warrants and any Ordinary Shares shares of Common Stock held by the Founders original purchasers thereof or any of their Permitted Transferees, as applicable, Transferees and issued upon exercise of the Private Placement Warrants and the or Working Capital Warrants may be transferred by the holders thereof:

Private Placement Warrants and Working Capital Warrants. The Private Placement Warrants and the Working Capital Warrants shall be identical to the Public Warrants, except that so long as they are held by any of the Founders or any of their Permitted Transferees (as defined below), as applicable, the Private Placement Warrants and the Working Capital Warrants: (i) shall not may be redeemable by the Company; exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) with respect to Private Placement Warrants held by Cowen InvestmentsLoop, 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)(i5110(g)(8); , (iii) may not (including the Ordinary Shares issued upon exercise of the Private Placement Warrants and the 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 (as defined below); , and (iv) may shall not be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereofredeemable by the Company; provided, however, that in the case of (iiiii), the Private Placement Warrants and the Working Capital Warrants and any Ordinary Shares shares of Common Stock held by either of the Founders or any officers or directors of their the Company, or any Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred by the holders thereof:

Private Placement Warrants and Working Capital Warrants. The Other than with respect to Warrant Price (as defined below) and Exercise Period (as defined below), as described in Sections 3.1 and 3.2, the Private Placement Warrants and the Working Capital Warrants shall be identical to the Public Warrants, except that so long as they are held by either the Founders Sponsor, FG SPAC Partners LP, the Underwriters or any of their respective Permitted Transferees (as defined below), as applicable, the Private Placement Warrants and the Working Capital Warrants: (i) shall not may be redeemable by the Company; exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) 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); (iii) may not (including the Ordinary Shares issued upon exercise of the Private Placement Warrants and the 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 (as defined below); , (iii) shall not be redeemable by the Company and (iv) may so long as they are held by the Underwriters or their Permitted Transferees, will not be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereofexercisable more than five years from the effective date of the Registration Statement in accordance with FINRA Rule 5110(g)(8)(A); provided, however, that in the case of (ii), ) the Private Placement Warrants and the Working Capital Warrants and any Ordinary Shares shares of Common Stock held by either the Founders Sponsor, FG SPAC Partners LP or any officers or directors of their the Company, or any Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred by the holders thereof:

Private Placement Warrants and Working Capital Warrants. The Private Placement Warrants and the Working Capital Warrants shall be identical to the Public Warrants, except that so long as they are held by the Founders Sponsor, an affiliate of the Sponsor, an Anchor Investor, an affiliate of an Anchor Investor, any officers or directors of the Company, or any of their Permitted Transferees (as defined below), as applicable, the Private Placement Warrants and the Working Capital Warrants: (i) shall not may be redeemable by the Company; exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1(c) hereof, (ii) 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); (iii) may not (including the Ordinary Shares issued upon exercise of the Private Placement Warrants and the 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 (as defined below); , and (iviii) may shall not be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereofredeemable by the Company (except as provided in Section 6.2); provided, however, that in the case of clause (ii), the Private Placement Warrants and the Working Capital Warrants and any Ordinary Shares shares of Common Stock held by the Founders Sponsor, an affiliate of the Sponsor, an Anchor Investor, an affiliate of an Anchor Investor, or any officers or directors of the Company, or any of their Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants and or the Working Capital Warrants may be transferred by the holders thereof:

Private Placement Warrants and Working Capital Warrants. The Private Placement Warrants, the CAVU Warrants and the 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 Permitted Transferees (as defined below)that, as applicable, solely with respect to the Private Placement Warrants and the Working Capital Warrants, so long as they are held by the original purchasers thereof or any Permitted Transferees (as defined below) they: (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof and (ii) shall not be redeemable by the Company; (ii) with respect Company pursuant to Section 6.1 hereof. The Private Placement Warrants held by Cowen InvestmentsWarrants, 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); (iii) may not (including the Ordinary Shares issued upon exercise of the Private Placement CAVU Warrants and the Working Capital Warrants) Warrants including the shares of Common Stock issuable upon their exercise, subject to certain exceptions, may not be transferred, assigned or sold until the date that is thirty (30) days after the completion by the Company of an initial Business Combination (as defined below); and (iv) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof; provided, however, that in the case of (ii), the Private Placement Warrants, the CAVU Warrants and the Working Capital Warrants and any Ordinary Shares held by the Founders or any shares of their Permitted Transferees, as applicable, and Common Stock issued upon exercise of the Private Placement Warrants, the CAVU Warrants and or the Working Capital Warrants that, in each case, are held by the original purchasers thereof or any Permitted Transferees may be transferred by the holders thereof:

Private Placement Warrants and Working Capital Warrants. The Private Placement Warrants and the Working Capital Warrants shall be identical to the Public Warrants, except that so long as they are held by the Founders Sponsors, the Company’s officers and directors or any of their respective Permitted Transferees (as defined below), as applicable, the Private Placement Warrants and the Working Capital Warrants: (i) shall not may be redeemable by the Company; exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1(c) hereof, (ii) 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); (iii) may not (including the Ordinary Shares issued Common Stock issuable upon exercise of the Private Placement Warrants and the Working Capital Warrants) Warrants may not be transferred, assigned or sold until the date that is thirty (30) days after the completion by the Company of an initial Business Combination (as defined below); and , (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof, (iv) may shall only be exercised for cash or on a cashless basis, redeemable by the Company pursuant to subsection 3.3.1(cSection 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) and (v) so long as they are held by Jefferies or its Permitted Transferees will not be exercisable more than five years from the effective date of the Registration Statement in accordance with Rule 5110(g)(8)(A) of the Financial Industry Regulatory Authority (“FINRA”); provided, however, that in the case of (ii), the Private Placement Warrants and the Working Capital Warrants and any Ordinary Shares held by the Founders or any shares of their Permitted Transferees, as applicable, and Common Stock issued upon exercise of the Private Placement Warrants and or the Working Capital Warrants may be transferred by the holders thereof:

Private Placement Warrants and Working Capital Warrants. The Private Placement Warrants and the Working Capital Warrants shall be identical to the Public Warrants, except that so long as they are held by the Founders original holders thereof or any of their respective Permitted Transferees (as defined below), as applicable, the Private Placement Warrants and the Working Capital Warrants: (i) shall not be redeemable by the Company; (ii) 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); (iii) may not (including the Ordinary Shares issued upon exercise of the Private Placement Warrants and the 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 (as defined below); and (iv) 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 issuable upon exercise of such Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, and (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof; provided, however, that in the case of (ii), the Private Placement Warrants and the Warrants, Working Capital Warrants and any Ordinary Shares shares of Common Stock held by the Founders original holders thereof or any of their respective Permitted Transferees, as applicable, Transferees and issued upon exercise of the Private Placement Warrants and the or Working Capital Warrants may be transferred by the holders thereof:

Private Placement Warrants and Working Capital Warrants. The Private Placement Warrants and the 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 Permitted Transferees (as defined below)that, as applicable, solely with respect to the Private Placement Warrants and the Working Capital Warrants, so long as they are held by the original purchasers thereof or any Permitted Transferees (as defined below) they: (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof and (ii) shall not be redeemable by the Company; (ii) with respect Company pursuant 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); (iii) may not (including the Ordinary Shares issued upon exercise of the Section 6.1 hereof. The Private Placement Warrants and the Working Capital Warrants) Warrants including the shares of Common Stock issuable upon their exercise, subject to certain exceptions, may not be transferred, assigned or sold until the date that is thirty (30) days after the completion by the Company of an initial Business Combination (as defined below); and (iv) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof; provided, however, that in the case of (ii), the Private Placement Warrants and the Working Capital Warrants and any Ordinary Shares held by the Founders or any shares of their Permitted Transferees, as applicable, and Common Stock issued upon exercise of the Private Placement Warrants and or the Working Capital Warrants that, in each case, are held by the original purchasers thereof or any Permitted Transferees may be transferred by the holders thereof:

Private Placement Warrants and Working Capital Warrants. The Private Placement Warrants and the Working Capital Warrants shall be identical to the Public Warrants, except that so long as they are held by the Founders original holders thereof or any of their Permitted Transferees (as defined below), as applicable, the Private Placement Warrants and the Working Capital Warrants: (i) shall not be redeemable by the Company; (ii) 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); (iii) may not (including the Ordinary Shares issued upon exercise of the Private Placement Warrants and the 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 (as defined below); and (iv) 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 issuable upon exercise of such Private Placement Warrants and Working Capital Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, and (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof; provided, however, that in the case of clause (ii), the Private Placement Warrants and the Warrants, Working Capital Warrants and any Ordinary Shares held by the Founders or any shares of their Permitted Transferees, as applicable, and Common Stock issued upon exercise of the Private Placement Warrants and the or Working Capital Warrants that, in each case are held by the original holders thereof or any of their Permitted Transferees may be transferred by the holders thereofthereof prior to that thirtieth day:

Private Placement Warrants and Working Capital Warrants. The Private Placement Warrants and the 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 Permitted Transferees (as defined below), as applicable, the Private Placement Warrants and the Working Capital Warrants: (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) including the Common Stock issuable upon exercise of the Private Placement Warrants and the Working Capital 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 not be redeemable by the Company; Company pursuant to Section 6.1 hereof and (iiiv) with respect if issued to Private Placement Warrants held by Cowen Investments, the 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)(i5110(g)(8)(A); (iii) may not (including the Ordinary Shares issued upon exercise of the Private Placement Warrants and the 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 (as defined below); and (iv) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof; provided, however, that in the case of (ii), the Private Placement Warrants and Warrants, the Working Capital Warrants and any Ordinary Shares shares of Common Stock held by the Founders Sponsor, the Representative, Xxxxx or any of their respective Permitted Transferees, as applicable, and any shares of Common Stock issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred by the holders thereof:

Private Placement Warrants and Working Capital Warrants. 1 The Private Placement Warrants 1 Note to DPW: If we are including working capital loans here, we should disclose in the S-1. and the Working Capital Warrants shall be identical to the Public Warrants, except that so long as they are held by the Founders Sponsor or any of their its Permitted Transferees (as defined below), as applicable, the Private Placement Warrants and the Working Capital Warrants: (i) shall not may be redeemable by the Company; exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1(c) hereof, (ii) 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); (iii) may not (including the Ordinary Shares issued issuable upon exercise of the Private Placement Warrants and the Working Capital Warrants) , may not be transferred, assigned or sold until the date that is thirty (30) days after the completion by the Company of an initial Business Combination Combination, (iii) shall not be redeemable by the Company 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); and (iv) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof; provided, however, that in the case of clause (ii), the Private Placement Warrants and the Working Capital Warrants and any Ordinary Shares held by the Founders Sponsor or any of their its Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred by the holders thereof:

Private Placement Warrants and Working Capital Warrants. The Private Placement Warrants and the Working Capital 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 Permitted Transferees (as defined below), as applicable, the Private Placement Warrants and the Working Capital Warrants: (i) shall not may be redeemable by the Company; exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) with respect to Private Placement Warrants held may not be transferred, assigned or sold until thirty (30) days after the completion by Cowen Investmentsthe Company of an initial Business Combination (as defined below), (iii) 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); (iii5110(g)(8) may not (including the Ordinary Shares issued upon exercise as long as they are beneficially owned by SGAM or any of the Private Placement Warrants and the Working Capital Warrants) be transferredits related persons, assigned or sold until the date that is thirty (30) days after the completion by the Company of an initial Business Combination (as defined below); and (iv) may shall not be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereofredeemable by the Company; provided, however, that in the case of (ii), ) the Private Placement Warrants and the Working Capital Warrants and any Ordinary Shares shares of Common Stock held by the Founders Initial Stockholders or any of their Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred by the holders thereof:

Private Placement Warrants and Working Capital Warrants. The Private Placement Warrants and the Working Capital Warrants shall be identical to the Public Warrants, except that so long as they are held by the Founders Sponsor the Underwriter or any of their respective Permitted Transferees (as defined below), as applicable, the Private Placement Warrants and the Working Capital Warrants: (i) shall not be redeemable by the CompanyCompany pursuant to Section 6.1; (ii) 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); (iii) may not (including the Ordinary Shares issued upon exercise of the Private Placement Warrants and the 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 (as defined below); and (iviii) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereofhereof and (v) so long as they are held by the Underwriter or its Permitted Transferees, will not be exercisable more than five years from the effective date of the Registration Statement in accordance with FINRA Rule 5110(g)(8)(A); provided, however, that in the case of (ii), the Private Placement Warrants and the Working Capital Warrants and any Ordinary Shares held by the Founders Sponsor, Underwriter or any of their respective Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred by the holders thereof:

Private Placement Warrants and Working Capital Warrants. The Private Placement Warrants and the Working Capital Warrants shall be identical to the Public Warrants, except that so long as they are held by the Founders Sponsor, the Underwriter or any of their respective Permitted Transferees (as defined below), as applicable, the Private Placement Warrants and the Working Capital Warrants: (i) shall not be redeemable by the CompanyCompany pursuant to Section 6.1; (ii) 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); (iii) may not (including the Ordinary Shares issued upon exercise of the Private Placement Warrants and the 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 (as defined below); and (iviii) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereofhereof and (v) so long as they are held by the Underwriter or its Permitted Transferees, will not be exercisable more than five years from the effective date of the Registration Statement in accordance with FINRA Rule 5110(g)(8)(A); provided, however, that in the case of (ii), the Private Placement Warrants and the Working Capital Warrants and any Ordinary Shares held by the Founders Sponsor, Underwriter or any of their respective Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred by the holders thereof:

Private Placement Warrants and Working Capital Warrants. The Private Placement Warrants and the Working Capital Warrants shall be identical to the Public Warrants, except that so long as they are held by the Founders Initial Purchasers or any of their Permitted Transferees (as defined below), as applicable, the Private Placement Warrants and the Working Capital Warrants: (i) shall not may be redeemable by the Companyexercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof; (ii) 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); (iii) may not (including the Ordinary Shares shares of Common Stock issued upon exercise of the Private Placement Warrants and the 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 Combination; (as defined below); and (iviii) may shall not be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereofredeemable by the Company; provided, however, that in the case of (ii), the Private Placement Warrants and the Working Capital Warrants and any Ordinary Shares shares of Common Stock held by the Founders Initial Purchasers or any of their Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred by the holders thereof:

Private Placement Warrants and Working Capital Warrants. The Private Placement Warrants and the Working Capital Warrants shall be identical to the Public Warrants, except that so long as they are held by the Founders Sponsors or any of their Permitted Transferees (as defined below), as applicable, the Private Placement Warrants and the Working Capital Warrants: (i) shall not may be redeemable by the Company; exercised for cash or on a “cashless basis”, pursuant to subsection 3.3.1(c) hereof, (ii) 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); (iii) may not (including the Ordinary Shares issued upon exercise of the Private Placement Warrants and the 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 (as defined below); , (iii) will not be redeemable by the Company pursuant to Section 6.1, (iv) will 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) and (v) will not be exercisable more than five years from the effective date of the Registration Statement in accordance with Rule 5110(f)(2)(G)(i) of the Financial Industry Regulatory Authority (“FINRA”), and (iv) may shall not be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereofredeemable by the Company; provided, however, that in the case of (ii), the Private Placement Warrants and the Working Capital Warrants and any Ordinary Shares shares of Common Stock held by the Founders Sponsors or any of their Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred by the holders thereof:

Private Placement Warrants and Working Capital Warrants. The Private Placement Warrants and the Working Capital Warrants shall be identical to the Public Warrants, except that so long as they are held by the Founders original purchasers thereof or any of their Permitted Transferees (as defined below), as applicable, the Private Placement Warrants and the Working Capital Warrants) they: (i) shall not be redeemable by the Company; (ii) 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); (iii) may not (including the Ordinary Shares issued upon exercise of the Private Placement Warrants and the 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 (as defined below); and (iv) 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 issuable upon exercise of the Private Placement Warrants and the Working Capital Warrants, subject to certain exceptions, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, and (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof; provided, however, that in the case of (ii), the Private Placement Warrants and the Working Capital Warrants and any Ordinary Shares shares of Common Stock held by the Founders original purchasers thereof or any of their Permitted Transferees, as applicable, Transferees and issued upon exercise of the Private Placement Warrants and the or Working Capital Warrants may be transferred by the holders thereof:

Private Placement Warrants and Working Capital Warrants. The Private Placement Warrants and the Working Capital Warrants shall be identical to the Public Warrants, except that so long as they are held by the Founders Sponsor, Anchor Investors, Forward Purchase Investors or any of their Permitted Transferees (as defined below), as applicable, the Private Placement Warrants and the Working Capital Warrants: (i) shall not may be redeemable by the Company; exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1(c) hereof, (ii) 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); (iii) may not (including the Ordinary Shares issued issuable upon exercise of the Private Placement Warrants and the Working Capital Warrants) , may not be transferred, assigned or sold until the date that is thirty (30) days after the completion by the Company of an initial Business Combination Combination, (iii) shall not be redeemable by the Company 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); and (iv) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof; provided, however, that in the case of clause (ii), the Private Placement Warrants and the Working Capital Warrants and any Ordinary Shares held by the Founders Sponsor, Anchor Investors, Forward Purchase Investor or any of their Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred by the holders thereof:

Private Placement Warrants and Working Capital Warrants. The Private Placement Warrants and the Working Capital Warrants shall be identical to the Public Warrants, except that so long as they are held by the Founders Sponsor, the Representatives or any of their Permitted Transferees (as defined below), as applicable, the Private Placement Warrants and the Working Capital Warrants: (i) shall not may be redeemable by the Company; exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) 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); (iii) may not (including the Ordinary Shares issued upon exercise of the Private Placement Warrants and the 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 (as defined below); , (iii) shall not be redeemable by the Company, and (iv) may so long as they are held by the Representatives or their Permitted Transferees, will not be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereofexercisable more than five years from the effective date of the Registration Statement in accordance with FINRA Rule 5110(f)(2)(G)(i); provided, however, that in the case of (ii), the Private Placement Warrants and the Working Capital Warrants and any Ordinary Shares held by the Founders Sponsor, the Representatives or any officers or directors of their the Company, or any Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred by the holders thereof:

Private Placement Warrants and Working Capital Warrants. The Private Placement Warrants and the Working Capital Warrants shall be identical to the Public Warrants, except that so long as they are held by the Founders Sponsor, Cantor or any of their Permitted Transferees (as defined below), as applicable, the Private Placement Warrants and the Working Capital Warrants: (i) shall not may be redeemable by the Company; exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) 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); (iii) may not (including the Ordinary Shares issued upon exercise of the Private Placement Warrants and the 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 (as defined below); , (iii) shall not be redeemable by the Company, and (iv) may so long as they are held by Cantor or its Permitted Transferees, will not be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereofexercisable more than five years from the effective date of the Registration Statement in accordance with FINRA Rule 5110(f)(2)(G)(i); provided, however, that in the case of (ii), the Private Placement Warrants and the Working Capital Warrants and any Ordinary Shares held by the Founders Sponsor, Cantor or any officers or directors of their the Company, or any Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred by the holders thereof: