2.6. 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 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) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c), (ii) 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) and (iii) shall not be redeemable by the Company; provided, however, that in the case of the preceding clause (ii), the Private Placement Warrants, the Working Capital Warrants and any Ordinary Shares issued upon exercise of the Private Placement Warrants or the Working Capital Warrants and held by the Sponsor, the Underwriter or any of their respective Permitted Transferees, may be transferred by the holders thereof:
(a) (1) in the case of the Sponsor Private Placement Warrants, the Working Capital Warrants and any Ordinary Shares issued upon exercise of the Sponsor Private Placement Warrants or the Working Capital Warrants, to the Companys officers or directors, any affiliates or family members of any of the Companys officers or directors, or any affiliate or member(s) of the Sponsor and (2) in the case of the Underwriter Private Placement Warrants and any Ordinary Shares issued upon exercise of the Underwriter Private Placement Warrants, to any affiliate or member(s) of the Underwriter;
(b) in the case of an individual, by gift to a member of the individuals immediate family, to a trust, the beneficiary of which is a member of the individuals immediate family, or an affiliate of such person, or to a charitable organization;
(c) in the case of an individual, by virtue of applicable laws of descent and distribution upon death of such individual;
(d) in the case of an individual, pursuant to a qualified domestic relations order;
(e) by private sales or transfers made in connection with the consummation of the Companys initial Business Combination at prices no greater than the price at which the Warrants were originally purchased;
(f) in the event of the Companys liquidation prior to the completion of the Companys initial Business Combination; or
(g) by virtue of the laws of the Cayman Islands or the Sponsors or the Underwriters limited liability company agreement upon termination or dissolution of the Sponsor or Underwriter (as applicable);
provided, however, that, in the case of clauses (a) through (e) or (g), these transferees (the Permitted Transferees) must enter into a written agreement agreeing to be bound by the transfer restrictions in this Agreement and the other restrictions contained in the letter agreement, dated as of the date hereof, by and among the Company, the Sponsor and the Companys directors and officers and by the same agreements entered into by the Sponsor and the Underwriter, as applicable, with respect to such securities (including provisions relating to voting, the trust account and liquidation distributions described elsewhere in the Prospectus).
2.7. Working Capital Warrants. The Working Capital Warrants shall be identical to the Private Placement Warrants.
2.8. Post-IPO Warrants. The Post-IPO Warrants, when and if issued, shall have the same terms and be in the same form as the Public Warrants except as may be agreed upon by the Company.
3. Terms and Exercise of Warrants.
3.1. Warrant Price. Each Warrant shall, when countersigned by the Warrant Agent (if a physical certificate is issued), entitle the Registered Holder thereof, subject to the provisions of such Warrant and of this Agreement, to purchase from the Company the number of Ordinary Shares stated