Common use of Payment Clause in Contracts

Payment. Subject to the provisions of the Warrant and this Agreement, including without limitation, subsection 3.3.5, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) Class A Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) payment in full of the Warrant Price for each Class A Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Class A Shares and the issuance of such Class A Shares, as follows: (a) in lawful money of the United States, in good bank draft or good certified check payable to the order of the Warrant Agent or by wire transfer of immediately available funds; (b) in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of Class A Shares equal to the quotient obtained by dividing (x) the product of the number of Class A Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(b), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.3, the “Fair Market Value” shall mean the average reported closing price of the Class A Shares for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof; or

Payment. Subject to the provisions of the Warrant and this Agreement, including without limitation, subsection 3.3.5, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) Class A Shares shares of Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) payment in full of the Warrant Price for each Class A Share full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Class A Shares shares of Common Stock and the issuance of such Class A Sharesshares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or good bank draft or good certified check payable to the order of the Warrant Agent or by wire transfer of immediately available funds; (b) in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of Class A Shares shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of Class A Shares shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(b), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.3, the “Fair Market Value” shall mean the average reported closing price of the Class A Shares Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof; or;

Payment. Subject to the provisions of the Warrant and this Agreement, including without limitation, subsection 3.3.5, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) Class A Shares shares of Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) payment in full of the Warrant Price with lawful money of the United States for each Class A Share full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Class A Shares shares of Common Stock and the issuance of such Class A Sharesshares of Common Stock, as follows: (a) in lawful money of the United States, in good bank draft or good by certified check payable to the order of the Warrant Agent or by wire transfer of immediately available fundstransfer; (b) in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of Class A Shares shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of Class A Shares shares of Common Stock underlying the Warrants, multiplied by the excess of difference between the Warrant Price and the “Fair Market Value”, as defined in this subsection 3.3.1(b), over the Warrant Price ) by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.3, the “Fair Market Value” shall mean the average reported closing last sale price of the Class A Shares Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof; or;

Payment. Subject to the provisions of the Warrant and this Agreement, including without limitation, subsection 3.3.5, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) Class A Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) payment in full of the Warrant Price for each Class A Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Class A Shares and the issuance of such Class A Shares, as follows: (a) in lawful money of the United States, in good bank draft or good certified check or wire payable to the order of the Warrant Agent or by wire transfer of immediately available funds; (b) in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) Board has elected to require all holders of the Public Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of Class A Shares equal to the quotient obtained by dividing (x) the product of the number of Class A Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value”, ,” as defined in this subsection 3.3.1(b), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.3, the “Fair Market Value” shall mean the average last reported closing sale price of the Class A Shares for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof; or;

Payment. Subject to the provisions of the Warrant and this Agreement, including without limitation, subsection 3.3.5, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) Class A Shares shares of Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) payment in full of the Warrant Price for each Class A Share full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Class A Shares shares of Common Stock and the issuance of such Class A Sharesshares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or good bank draft or good certified check payable to the order of the Warrant Agent or by wire transfer of immediately available funds; (b) in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of Class A Shares shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of Class A Shares shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(b), Value over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.3, the “Fair Market Value” shall mean the average reported closing price of the Class A Shares Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof; or;

Payment. Subject to the provisions of the Warrant and this Agreement, including without limitation, subsection 3.3.5, a Warrant may be exercised by the Registered Holder registered holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) Class A Ordinary Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder registered holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) payment in full of the Warrant Price for each Class A Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Class A Ordinary Shares and the issuance of such Class A Ordinary Shares, as follows: (a) in lawful money of the United States, in by good certified check or good bank draft or good certified check payable to the order of the Warrant Agent Agent, or by wire transfer of immediately available funds;; or (b) in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) management has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of Class A Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of Class A Ordinary Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as ” (defined in this subsection 3.3.1(b), below) over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection Section 3.3.1(b) and Section 6.3), the “Fair Market Value” shall mean the average last reported closing sale price of the Class A Ordinary Shares for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, Warrants pursuant to Section 6 hereof; or;

Payment. Subject to the provisions of the Warrant and this Agreement, including without limitation, subsection 3.3.5, a Warrant may be exercised by the Registered Holder registered holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) Class A Ordinary Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) payment in full of the Warrant Price for each Class A Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Class A Ordinary Shares and the issuance of such Class A Ordinary Shares, as follows: (a) in lawful money of the United States, in by good certified check or good bank draft or good certified check payable to the order of the Warrant Agent Agent, or by wire transfer of immediately available funds;; or (b) in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) management has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of Class A Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of Class A Ordinary Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as ” (defined in this subsection 3.3.1(b), below) over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection Section 3.3.1(b) and Section 6.3), the “Fair Market Value” shall mean the average last reported closing sale price of the Class A Ordinary Shares for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, Warrants pursuant to Section 6 hereof; or;

Payment. Subject to the provisions of the Warrant and this Agreement, including without limitation, subsection 3.3.5, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) Class A Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) payment in full of the Warrant Price for each Class A Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Class A Shares and the issuance of such Class A Shares, as follows: (a) in lawful money of the United States, in good bank draft or good certified check or wire payable to the order of the Warrant Agent or by wire transfer of immediately available funds; (b) in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of Class A Shares equal to the quotient obtained by dividing (x) the product of the number of Class A Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(b), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.36.2, the “Fair Market Value” shall mean the average reported closing price of the Class A Shares for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof; or

Payment. Subject to the provisions of the Warrant and this Agreement, including without limitation, subsection 3.3.5, a Warrant may be exercised by the Registered Holder thereof by delivering it to the Warrant Agent at its corporate trust department (i) with the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) Class A Shares pursuant to the exercise of a Warrantform, properly completed and executed by the Registered Holder as set forth on the reverse of the Definitive Warrant Certificate orWarrant, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s proceduresduly executed, and (iii) payment by paying in full of the Warrant Price for each Class A full Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Class A Ordinary Shares and the issuance of such Class A Ordinary Shares, as follows: (a) in lawful money of the United States, by wire transfer, in good certified check or good bank draft or good certified check payable to the order Warrant Agent, provided that there is an effective registration statement covering the Ordinary Shares issuable upon exercise of the Warrant Agent or by wire transfer of immediately available fundsWarrants, and a current prospectus relating thereto, available; (b) in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) Board has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of Class A Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of Class A Ordinary Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection Section 3.3.1(b), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection Section 3.3.1(b) and Section 6.36.1, the “Fair Market Value” shall mean the average reported closing price 10-Day Average Closing Price as of the Class A Shares for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof; the “10-Day Average Closing Price” means, as of any date, the average last reported sale price of the Ordinary Shares as reported during the ten (10) trading day period ending on the trading day prior to such date. The “last reported sale price” shall mean the last reported sale price of the Ordinary Shares on the date prior to the date on which an event which requires such determination has occurred; or

Payment. Subject to the provisions of the Warrant and this Agreement, including without limitation, subsection 3.3.5, a Whole Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) Class A Shares shares of Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) payment in full of the Warrant Price for each Class A Share full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Class A Shares shares of Common Stock and the issuance of such Class A Sharesshares of Common Stock, as follows: (a) by wire transfer of immediately available funds in lawful money of the United States, in good certified check or good bank draft or good certified check payable to the order of the Warrant Agent or by wire transfer of immediately available fundsAgent; (b) in the event of upon a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants Warrant for that number of Class A Shares shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of Class A Shares shares of Common Stock underlying the WarrantsWarrant, multiplied by the excess of difference between the Warrant Price and the “Fair Market Value”, ” (as defined in this subsection 3.3.1(b), over the Warrant Price ) by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.3, the “Fair Market Value” shall mean the average reported closing last sale price per share of the Class A Shares Common Stock for the ten (10) trading days day period ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof; or;

Payment. Subject to the provisions of the Warrant and this Agreement, including without limitation, subsection 3.3.5, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) Class A Shares shares of Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) payment in full of the Warrant Price for each Class A Share full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Class A Shares shares of Common Stock and the issuance of such Class A Sharesshares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or good bank draft or good certified check payable to the order of the Warrant Agent or by wire transfer of immediately available funds; (b) in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of Class A Shares shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of Class A Shares shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(b), ) over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.3, the “Fair Market Value” shall mean the average reported closing last sale price of the Class A Shares Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof; or;

Payment. Subject to the provisions of the Warrant and this Agreement, including without limitationa Warrant, subsection 3.3.5when countersigned by the Warrant Agent (if in the form of a physical certificate), a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate definitive warrant certificate evidencing the Warrants to be exercised, or, in the case of a BookWarrant represented by a book-Entry Warrant Certificateentry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) Class A Shares any shares of Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate definitive warrant certificate or, in the case of a Book-Entry Warrant CertificateWarrant, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) the payment in full of the Warrant Price for each Class A Share full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Class A Shares shares of Common Stock and the issuance of such Class A Sharesshares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or good bank draft or good certified check payable to the order of the Warrant Agent or by wire transfer of immediately available fundsAgent; (b) in the event of a redemption pursuant to Section 6 6.1 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of Class A Shares shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of Class A Shares shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value”, ,” as defined in this subsection 3.3.1(b), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) ), Section 6.1 and Section 6.36.4, the “Fair Market Value” shall mean the average last reported closing sale price of the Class A Shares shares of Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof; or;

Payment. Subject to the provisions of the Warrant and this Agreement, including without limitation, subsection 3.3.5, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) Class A Ordinary Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) payment in full of the Warrant Price for each Class A full Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Class A Ordinary Shares and the issuance of such Class A Ordinary Shares, as follows: (a) in lawful money of the United States, in good certified check or good bank draft or good certified check payable to the order of the Warrant Agent or by wire transfer of immediately available funds; (b) in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of Class A Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of Class A Ordinary Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(b), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.3, the “Fair Market Value” shall mean the average reported closing price of the Class A Ordinary Shares for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof; or

Payment. Subject to the provisions of the Warrant and this Agreement, including without limitation, subsection 3.3.5, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) Class A Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) payment in full of the Warrant Price for each Class A Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Class A Shares and the issuance of such Class A Shares, as follows: (a) in lawful money of the United States, in good bank draft or good certified check payable to the order of the Warrant Agent or by wire transfer of immediately available funds; (b) in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) Board has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of Class A Shares equal to the quotient obtained by dividing (x) the product of the number of Class A Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(b), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.3, the “Fair Market Value” shall mean the average reported closing price of the Class A Shares for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof; or

Payment. Subject to the provisions of the Warrant and this Agreement, including without limitation, subsection 3.3.5, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) Class A Shares shares of Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) payment in full of the Warrant Price for each Class A Share full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Class A Shares shares of Common Stock and the issuance of such Class A Sharesshares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or good bank draft or good certified check payable to the order of the Warrant Agent or by wire transfer of immediately available funds; (b) in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of Class A Shares shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of Class A Shares shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(b), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) ), Section 6.2 and Section 6.36.4, the “Fair Market Value” shall mean the average reported closing price of the Class A Shares Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof; or;

Payment. Subject to the provisions of the Warrant and this Agreement, including without limitation, subsection Subsection 3.3.5, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) Class A Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) payment in full of the Warrant Price for each Class A Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Class A Shares and the issuance of such Class A Shares, as follows: (a) in lawful money of the United States, in good bank draft or good certified check payable to the order of the Warrant Agent or by wire transfer of immediately available funds; (b) in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of Class A Shares equal to the quotient obtained by dividing (x) the product of the number of Class A Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection Subsection 3.3.1(b), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection Subsection 3.3.1(b) and Section 6.3, the “Fair Market Value” shall mean the average reported closing price of the Class A Shares for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof; or

Payment. Subject to the provisions of the Warrant and this Agreement, including without limitation, subsection 3.3.5, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) Class A Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) payment in full of the Warrant Price for each Class A Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Class A Shares and the issuance of such Class A Shares, as follows: (a) in lawful money of the United States, in good certified check or good bank draft or good certified check payable to the order of the Warrant Agent or by wire transfer of immediately available funds; (b) in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) Board has elected to require all holders of the Public Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of Class A Shares equal to the quotient obtained by dividing (x) the product of the number of Class A Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value”, ,” as defined in this subsection 3.3.1(b), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.3, the “Fair Market Value” shall mean the average last reported closing sale price of the Class A Shares for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof; or;

Payment. Subject to the provisions of the Warrant and this Agreement, including without limitation, subsection 3.3.5, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent Agent, or at the office of its corporate trust department successor as Warrant Agent, in the Borough of Manhattan, City and State of New York (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) Class A Shares shares of Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) payment in full of the Warrant Price for each Class A Share full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Class A Shares shares of Common Stock and the issuance of such Class A Sharesshares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or good bank draft or good certified check payable to the order of the Warrant Agent or by wire transfer of immediately available funds; (b) in the event of a redemption pursuant to Section 6 6.1 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of Class A Shares shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of Class A Shares shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(b), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) ), Section 6.2 and Section 6.36.4, the “Fair Market Value” shall mean the average last reported closing sale price of the Class A Shares Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof; or;

Payment. Subject to the provisions of the Warrant and this Agreement, including without limitationa Warrant, subsection 3.3.5when countersigned by the Warrant Agent, a Warrant may be exercised by the Registered Holder registered holder thereof by delivering to surrendering it, at the office of the Warrant Agent Agent, or at the office of its corporate trust department successor as Warrant Agent, in the Borough of Manhattan, City and State of New York (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a BookWarrant represented by a book-Entry Warrant Certificateentry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time), (ii) an election to purchase (“Election to Purchase”) Class A Shares pursuant to with the exercise of a subscription form, as set forth in the Warrant, properly completed and duly executed by the Registered Holder on the reverse of the Definitive Warrant Certificate (or, in the case of a BookWarrant represented by a book-Entry Warrant Certificateentry, properly delivered by the Participant in accordance with the Depositary’s procedures), and (iii) payment by paying in full of the Warrant Price for each Class A full Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Class A Ordinary Shares and the issuance of such Class A Ordinary Shares, as follows: (a) in lawful money of the United States, in by good certified check or good bank draft or good certified check payable to the order of the Warrant Agent or by wire transfer of immediately available funds;transfer; or (b) in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of Class A Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of Class A Ordinary Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(b), over difference between the Warrant Price and the Fair Market Value (as defined below) by (y) the Fair Market Value. Solely for purposes of this subsection Section 3.3.1(b) and Section 6.3), the “Fair Market Value” shall mean the average last reported closing sale price of the Class A Ordinary Shares for the ten five (105) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, Warrants pursuant to Section 6 hereof; or

Payment. Subject to the provisions of the Warrant and this Agreement, including without limitation, subsection 3.3.5, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) any Class A Ordinary Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) the payment in full of the Warrant Price for each Class A Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Class A Ordinary Shares and the issuance of such Class A Ordinary Shares, as follows: (a) in lawful money of the United States, in good certified check or good bank draft or good certified check payable to the order of the Warrant Agent or by wire transfer of immediately available funds; (b) in the event of a redemption pursuant to Section 6 hereof 6.1 in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” ”, by surrendering the Warrants for that number of Class A Ordinary Shares equal to the lesser of (1) the quotient obtained by dividing (x) the product of the number of Class A Ordinary Shares underlying the Warrants, multiplied by the excess of the average last reported sale price of the Class A Ordinary Shares for the 10 trading days ending on the third trading day prior to the date on which notice of redemption is sent to the holders of Warrants (“Redemption Fair Market Value”) over the Warrant Price by (y) the Redemption Fair Market Value and (2) 0.361 per Warrant; (c) with respect to any Private Placement Warrant, so long as such Private Placement Warrant is held by the Sponsor or a Permitted Transferee, by surrendering the Warrants for that number of Class A Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of Class A Ordinary Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(b), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.3, the “Fair Market Value” shall mean the average last reported closing sale price of the Class A Ordinary Shares for the ten (10) 10 trading days ending on the third trading day prior to the date on which the notice of redemption exercise of the Warrant is sent to the holders of Warrant Agent (“Sponsor Fair Market Value”) over the Warrants, pursuant Warrant Price by (y) the Sponsor Fair Market Value; (d) as provided in Section 6.2 hereof with respect to Section 6 hereofa Make-Whole Exercise; or (e) as provided in Section 7.4 hereof.

Payment. Subject to the provisions of the Warrant and this Agreement, including without limitation, subsection 3.3.5, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, exercised or, in the case of a BookWarrant represented by a book-Entry Warrant Certificateentry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of The Depository Trust Company (the Depositary “Depository”) to an account of the Warrant Agent at the Depositary Depository designated for such purposes in writing by the Warrant Agent to the Depositary Depository from time to time, (ii) an election to purchase (“Election to Purchase”) Class A Shares any Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant CertificateWarrant, properly delivered by the Participant institutions that have accounts with the Depository in accordance with the DepositaryDepository’s procedures, and (iii) the payment in full of the Warrant Price for each Class A Share full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Class A Shares shares of Common Stock and the issuance of such Class A Sharesshares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or good bank draft or good certified check payable to the order of the Warrant Agent or by wire transfer of immediately available funds; (b) in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of Class A Shares shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of Class A Shares shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value”, Value (as defined in this subsection 3.3.1(b), ) of the Common Stock over the Warrant Price by (y) the Sponsor Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.3), the “Sponsor Fair Market Value” shall mean the volume-weighted average last reported closing sale price of the Class A Shares Common Stock as reported for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which the notice of redemption exercise of the Private Placement Warrant or Working Capital Warrant is sent to the holders of the Warrants, pursuant to Section 6 hereofWarrant Agent; orand

Payment. Subject to the provisions of the Warrant and this Agreement, including without limitation, subsection 3.3.5, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) Class A Ordinary Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) payment in full of the Warrant Price for each Class A Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Class A Ordinary Shares and the issuance of such Class A Ordinary Shares, as follows: (a) in lawful money of the United States, in good certified check or good bank draft or good certified check payable to the order of the Warrant Agent or by wire transfer of immediately available funds; (b) in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) Board has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of Class A Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of Class A Ordinary Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(b), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.3, the “Fair Market Value” shall mean the average reported closing price of the Class A Ordinary Shares for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof; or

Payment. Subject to the provisions of the Warrant and this Agreement, including without limitationa Warrant, subsection 3.3.5when countersigned by the Warrant Agent (if in the form of a physical certificate), a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate definitive warrant certificate evidencing the Warrants to be exercised, or, in the case of a BookWarrant represented by a book-Entry Warrant Certificateentry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) Class A Shares any shares of Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate definitive warrant certificate or, in the case of a Book-Entry Warrant CertificateWarrant, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) the payment in full of the Warrant Price for each Class A Share full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Class A Shares shares of Common Stock and the issuance of such Class A Sharesshares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or good bank draft or good certified check payable to the order of the Warrant Agent or by wire transfer of immediately available fundsAgent; (b) in the event of a redemption pursuant to Section 6 6.1 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of Class A Shares shares of Common Stock equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of Class A Shares shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value”, ,” as defined in this subsection 3.3.1(b), over the Warrant Price by (y) the Fair Market ValueValue and (B) 0.361 per warrant. Solely for purposes of this subsection 3.3.1(b) ), Section 6.1 and Section 6.36.4, the “Fair Market Value” shall mean the average last reported closing sale price of the Class A Shares shares of Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof; or;

Payment. Subject to the provisions of the Warrant and this Agreement, including without limitation, subsection 3.3.5, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent Agent, or at the office of its corporate trust department successor as Warrant Agent, in the Borough of Manhattan, City and State of New York (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) Class A Ordinary Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) payment in full of the Warrant Price for each Class A Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Class A Ordinary Shares and the issuance of such Class A Ordinary Shares, as follows: (a) in lawful money of the United States, in good certified check or good bank draft or good certified check payable to the order of the Warrant Agent or by wire transfer of immediately available funds; (b) in the event of a redemption pursuant to Section 6 6.1 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of Class A Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of Class A Ordinary Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(b), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.3, the “Fair Market Value” shall mean the average last reported closing sale price of the Class A Ordinary Shares for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof; or;

Payment. Subject to the provisions of the Warrant and this Agreement, including without limitationa Warrant, subsection 3.3.5when countersigned by the Warrant Agent (if a physical certificate is issued), a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a BookWarrant represented by a book-Entry Warrant Certificateentry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) any Class A Shares ordinary shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant CertificateWarrant, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) the payment in full of the Warrant Price for each Class A Share ordinary share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Class A Shares ordinary shares and the issuance of such Class A Sharesordinary shares, as follows: : (a) in lawful money of the United States, in good certified check or good bank draft or good certified check payable to the order of the Warrant Agent or by wire transfer of immediately available funds; Agent; (b) in with respect to any Private Placement Warrant or Working Capital Warrant, so long as such Private Placement Warrant or Working Capital Warrant is held by the event of Sponsor or a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” Permitted Transferee, by surrendering the Warrants for that number of Class A Shares ordinary shares equal to (i) if in connection with a redemption of Private Placement Warrants pursuant to Section 6.2 hereof, as provided in Section 6.2 hereof with respect to a Make-Whole Exercise (as defined below) and (ii) in all other scenarios the quotient obtained by dividing (x) the product of the number of Class A Shares ordinary shares underlying the Warrants, multiplied by the excess of the “Historical Fair Market Value”, ” (as defined in this subsection 3.3.1(b), ) over the Warrant Price by (y) the Historical Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.3), the “Historical Fair Market Value” shall mean the average last reported closing sale price of the Class A Shares ordinary shares for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which the notice of redemption exercise of the Private Placement Warrant or Working Capital Warrant is sent to the holders of the WarrantsWarrant Agent; (c) on a cashless basis, pursuant as provided in Section 6.2 hereof with respect to a Make-Whole Exercise; or (d) on a cashless basis, as provided in Section 6 7.4 hereof; or.

Payment. Subject to the provisions of the Warrant and this Agreement, including without limitationa Warrant, subsection 3.3.5when countersigned by the Warrant Agent, a Warrant may be exercised by the Registered Holder thereof by delivering to surrendering it, at the office of the Warrant Agent Agent, or at the office of its corporate trust department successor as Warrant Agent, in the Borough of Manhattan, City and State of New York (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a BookWarrant represented by a book-Entry Warrant Certificateentry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) Class A any Ordinary Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder Holders on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant CertificateWarrant, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) the payment in full of the Warrant Price for each Class A Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Class A Ordinary Shares and the issuance of such Class A Ordinary Shares, as follows: (a) in lawful money of the United States, in good bank draft or by good certified check or wire payable to the order of the Warrant Agent or by wire transfer of immediately available funds;Agent; or (b) in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) management has elected to require force all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of Class A Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of Class A Ordinary Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as ” (defined in this subsection 3.3.1(b), over below) and the Warrant Price divided by (y) the Fair Market Value. Solely for purposes of this subsection Section 3.3.1(b) and Section 6.3), the “Fair Market Value” shall mean the average reported closing last sale price of the Class A Ordinary Shares for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, Warrants pursuant to Section 6 hereof; or

Payment. Subject to the provisions of the Warrant and this Agreement, including without limitation, subsection 3.3.5, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) Class A Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) payment in full of the Warrant Price for each Class A Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Class A Shares and the issuance of such Class A Shares, as follows: (a) in lawful money of the United States, in good bank draft or good certified check payable to the order of the Warrant Agent or by wire transfer of immediately available funds; (b) in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of Class A Shares equal to the quotient obtained by dividing (x) the product of the number of Class A Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value”, ,” as defined in this subsection 3.3.1(b), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.3, the “Fair Market Value” shall mean the average reported closing price of the Class A Shares for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof; or

Payment. Subject to the provisions of the Warrant and this Agreement, including without limitation, subsection 3.3.5, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a BookWarrant represented by a book-Entry Warrant Certificateentry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) any Class A Ordinary Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant CertificateWarrant, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) the payment in full of the Warrant Price for each Class A Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Class A Ordinary Shares and the issuance of such Class A Ordinary Shares, as follows: (a) in lawful money of the United States, in good certified check or good bank draft or good certified check payable to the order of the Warrant Agent or by wire transfer of immediately available fundsAgent; (b) in the event of a redemption pursuant to Section 6 6.1 hereof in which the Company’s board of directors (the “Board”) Board has elected to require all holders of the Public Warrants to exercise such Public Warrants on a “cashless basis,” by surrendering the Public Warrants for that number of Class A Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of Class A Ordinary Shares underlying the Public Warrants, multiplied by the excess of difference between the Warrant Price and the “Redemption Fair Market Value”, as defined in this subsection 3.3.1(b), over the Warrant Price by (y) the Redemption Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.3, the “Redemption Fair Market Value” shall mean the volume-weighted average reported closing price of the Class A Ordinary Shares for as reported during the ten (10) trading days day period ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, Public Warrants pursuant to Section 6 6.2 hereof; or;

Payment. Subject to the provisions of the Warrant and this Agreement, including without limitation, subsection 3.3.5, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) Class A Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) payment in full of the Warrant Price for each Class A Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Class A Shares and the issuance of such Class A Shares, as follows: (a) in lawful money of the United States, in good bank draft or good certified check payable to the order of the Warrant Agent or by wire transfer of immediately available funds; (b) in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of Class A Shares equal to the quotient obtained by dividing (x) the product of the number of Class A Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(b), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.3, the “Fair Market Value” shall mean the average reported closing price of the Class A Shares for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof; or

Payment. Subject to the provisions of the Warrant and this Agreement, including without limitationa Warrant, subsection 3.3.5when countersigned by the Warrant Agent, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) Class A Shares shares of Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) payment in full of the Warrant Price for each Class A Share full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Class A Shares shares of Common Stock and the issuance of such Class A Sharesshares of Common Stock, as follows: (a) in lawful money of the United States, in good bank draft or good by certified check payable to the order of the Warrant Agent or by wire transfer of immediately available fundsto the Warrant Agent; (b) in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of Class A Shares shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of Class A Shares shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(b), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.3, the “Fair Market Value” shall mean the average reported closing last sale price of the Class A Shares Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof; or;

Payment. Subject to the provisions of the Warrant and this Agreement, including without limitationa Warrant, subsection 3.3.5when countersigned by the Warrant Agent, a Warrant may be exercised by the Registered Holder registered holder thereof by delivering to surrendering it, at the office of the Warrant Agent Agent, or at the office of its corporate trust department successor as Warrant Agent, in the Borough of Manhattan, City and State of New York (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a BookWarrant represented by a book-Entry Warrant Certificateentry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time), (ii) an election to purchase (“Election to Purchase”) Class A Shares pursuant to with the exercise of a subscription form, as set forth in the Warrant, properly completed and duly executed by the Registered Holder on the reverse of the Definitive Warrant Certificate (or, in the case of a BookWarrant represented by a book-Entry Warrant Certificateentry, properly delivered by the Participant in accordance with the Depositary’s procedures), and (iii) payment by paying in full of the Warrant Price for each Class A full Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Class A Ordinary Shares and the issuance of such Class A Ordinary Shares, as follows: (a) in lawful money of the United States, in by good certified check or good bank draft or good certified check payable to the order of the Warrant Agent or by wire transfer of immediately available funds;transfer; or (b) in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of Class A Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of Class A Ordinary Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(b), over difference between the Warrant Price and the Fair Market Value (as defined below) by (y) the Fair Market Value. Solely for purposes of this subsection Section 3.3.1(b) and Section 6.3), the “Fair Market Value” shall mean the average last reported closing sale price of the Class A Ordinary Shares for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, Warrants pursuant to Section 6 hereof; or

Payment. Subject to the provisions of the Warrant and this Agreement, including without limitation, subsection 3.3.5, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) Class A Shares shares of Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) payment in full of the Warrant Price for each Class A Share share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Class A Shares shares of Common Stock and the issuance of such Class A Sharesshares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or good bank draft or good certified check payable to the order of the Warrant Agent or by wire transfer of immediately available fundstransfer; (b) in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of Class A Shares shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of Class A Shares shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(b), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.3, the “Fair Market Value” shall mean the average reported closing last sale price of the Class A Shares shares of Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof; or

Payment. Subject to the provisions of the Warrant and this Agreement, including without limitation, subsection 3.3.5, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) Class A Ordinary Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) payment in full of the Warrant Price for each Class A Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Class A Ordinary Shares and the issuance of such Class A Ordinary Shares, as follows: (a) in lawful money of the United States, in good certified check or good bank draft or good certified check payable to the order of the Warrant Agent or by wire transfer of immediately available funds; (b) in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Public Warrants to exercise such Public Warrants on a “cashless basis,” by surrendering the Public Warrants for that number of Class A Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of Class A Ordinary Shares underlying the Public Warrants, multiplied by the excess of the “Fair Market Value”, ,” as defined in this subsection 3.3.1(b), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.3, the “Fair Market Value” shall mean the average reported closing price of the Class A Ordinary Shares for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof; or;

Payment. Subject to the provisions of the Warrant and this Agreement, including without limitation, subsection 3.3.5, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, exercised or, in the case of a BookWarrant represented by a book-Entry Warrant Certificateentry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of The Depository Trust Company (the Depositary “Depository”) to an account of the Warrant Agent at the Depositary Depository designated for such purposes in writing by the Warrant Agent to the Depositary Depository from time to time, (ii) an election to purchase (“Election to Purchase”) Class A Shares any Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant CertificateWarrant, properly delivered by the Participant institutions that have accounts with the Depository in accordance with the DepositaryDepository’s procedures, and (iii) the payment in full of the Warrant Price for each Class A Share full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Class A Shares shares of Common Stock and the issuance of such Class A Sharesshares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or good bank draft or good certified check payable to the order of the Warrant Agent or by wire transfer of immediately available funds; (b) in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of Class A Shares shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of Class A Shares shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value”, Value (as defined in this subsection 3.3.1(b), ) of the Common Stock over the Warrant Price by (y) the Sponsor Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.3), the “Sponsor Fair Market Value” shall mean the volume-weighted average last reported closing sale price of the Class A Shares Common Stock as reported for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which the notice of redemption exercise of the Private Placement Warrant or Working Capital Warrant is sent to the holders of the Warrants, pursuant to Section 6 hereof; orWarrant Agent;

Payment. Subject to the provisions of the Warrant and this Agreement, including without limitationa Warrant, subsection 3.3.5when countersigned by the Warrant Agent, a Warrant may be exercised by the Registered Holder thereof by delivering to surrendering it, at the office of the Warrant Agent Agent, or at the office of its corporate trust department successor as Warrant Agent, in the Borough of Manhattan, City and State of New York (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a BookWarrant represented by a book-Entry Warrant Certificateentry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) Class A any Ordinary Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder Holders on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant CertificateWarrant, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) the payment in full of the Warrant Price for each Class A Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Class A Ordinary Shares and the issuance of such Class A Ordinary Shares, as follows: (a) in lawful money of the United States, in good bank draft or by good certified check or wire payable to the order of the Warrant Agent or by wire transfer of immediately available funds;Agent; or (b) in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) management has elected to require force all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of Class A Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of Class A Ordinary Shares underlying the Warrants, multiplied by the excess of difference between the Warrant Price and the “Fair Market Value”, as ” (defined in this subsection 3.3.1(b), over the Warrant Price below) by (y) the Fair Market Value. Solely for purposes of this subsection Section 3.3.1(b) and Section 6.3), the “Fair Market Value” shall mean the average reported closing last sale price of the Class A Ordinary Shares for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, Warrants pursuant to Section 6 hereof; or

Payment. Subject to the provisions of the Warrant and this Agreement, including without limitation, subsection 3.3.5, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) Class A Shares shares of Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) payment in full of the Warrant Price for each Class A Share full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Class A Shares shares of Common Stock and the issuance of such Class A Sharesshares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or good bank draft or good certified check payable to the order of the Warrant Agent or by wire transfer of immediately available funds; (b) in the event of a redemption pursuant to Section 6 6.1 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of Class A Shares shares of Common Stock equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of Class A Shares shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(b), over the Warrant Price by (y) the Fair Market ValueValue and (B) 0.361. Solely for purposes of this subsection 3.3.1(b) ), Section 6.1 and Section 6.36.4, the “Fair Market Value” shall mean the volume weighted average reported closing price of shares of the Class A Shares Common Stock for the ten (10) trading days ending on the third trading day prior to immediately following the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 6.1 hereof; or;

Payment. Subject to the provisions of the Warrant and this Agreement, including without limitation, subsection 3.3.5, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“”Election to Purchase”) Class A Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) payment in full of the Warrant Price for each Class A Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Class A Shares and the issuance of such Class A Shares, as follows: (a) in lawful money of the United States, in good bank draft or good certified check payable to the order of the Warrant Agent or by wire transfer of immediately available funds; (b) in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) Board has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of Class A Shares equal to the quotient obtained by dividing (x) the product of the number of Class A Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(b), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.3, the “Fair Market Value” shall mean the average reported closing price of the Class A Shares for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof; or

Payment. Subject to the provisions of the Warrant and this Agreement, including without limitation, subsection 3.3.5, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a BookWarrant represented by a book-Entry Warrant Certificateentry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) Class A any Ordinary Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant CertificateWarrant, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) payment in full of the Warrant Price for each Class A Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Class A Ordinary Shares and the issuance of such Class A Ordinary Shares, as follows: (a) in lawful money of the United States, in good certified check, in good bank draft or good certified check payable to the order of the Warrant Agent or by wire transfer of immediately available funds; (b) in the event of a redemption pursuant to Section 6 6.1 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of Class A Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of Class A Ordinary Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value”, ” (as defined in this subsection 3.3.1(b)), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.3, the The “Fair Market Value” shall mean the average last reported closing sale price of the Class A Ordinary Shares for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, Warrants pursuant to Section 6 6.1 hereof; or;

Payment. Subject to the provisions of the Warrant and this Agreement, including without limitationa Warrant, subsection 3.3.5, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) Class A Shares shares of Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) payment in full of the Warrant Price for each Class A Share full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Class A Shares shares of Common Stock and the issuance of such Class A Sharesshares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or good bank draft or good certified check payable to the order of the Warrant Agent or by wire transfer of immediately available funds; (b) in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of Class A Shares shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of Class A Shares shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(b), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.36.4, the “Fair Market Value” shall mean the average last reported closing sale price of the Class A Shares Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof; or;

Payment. Subject to the provisions of the Warrant and this Agreement, including without limitation, subsection 3.3.5, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) Class A Ordinary Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) payment in full of the Warrant Price for each Class A full Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Class A Ordinary Shares and the issuance of such Class A Ordinary Shares, as follows: (a) in lawful money of the United States, in good certified check or good bank draft or good certified check payable to the order of the Warrant Agent or by wire transfer of immediately available funds; (b) in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of Class A Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of Class A Ordinary Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(b), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.3, the “Fair Market Value” shall mean the average reported closing price of the Class A Ordinary Shares for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof; or;

Payment. Subject to the provisions of the Warrant and this Agreement, including without limitation, subsection 3.3.5, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate (if any) evidencing the Warrants to be exercised, or, in the case of a BookWarrant represented by a book-Entry Warrant Certificateentry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) Class A any Ordinary Shares pursuant to the exercise of a Warrant, properly completed and duly executed by the Registered Holder on the reverse of the Definitive Warrant Certificate (if any) or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) the payment in full of the Warrant Price for each Class A Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Class A Ordinary Shares and the issuance of such Class A Ordinary Shares, as follows: (a) in lawful money of the United States, in good certified check or good bank draft or good certified check payable to the order of the Warrant Agent or by wire transfer of immediately available fundsAgent; (b) in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of Class A Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of Class A Ordinary Shares underlying the Warrants, multiplied by the excess of difference between the Warrant Price and the “Fair Market Value”, as defined in this subsection 3.3.1(b), over the Warrant Price ) by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) ), Section 6.2 and Section 6.36.4, the “Fair Market Value” shall mean the average reported closing last sale price of the Class A Ordinary Shares for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof; or

Payment. Subject to the provisions of the Warrant and this Agreement, including without limitation, subsection 3.3.5, a Warrant may be exercised by the Registered Holder registered holder thereof by delivering to the Warrant Agent at the office of the Warrant Agent, or at the office of its corporate trust department successor as Warrant Agent, in the Borough of Manhattan, City and State of New York (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a BookWarrant represented by a book-Entry Warrant Certificateentry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary Depository to an account of the Warrant Agent at the Depositary Depository designated for such purposes in writing by the Warrant Agent to the Depositary Depository from time to time, (ii) an election to purchase (“Election to Purchase”) Class A Ordinary Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder registered holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant CertificateWarrant, properly delivered by the Participant in accordance with the DepositaryDepository’s procedures, and (iii) the payment in full of the Warrant Price for each Class A Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Class A Ordinary Shares and the issuance of such Class A Ordinary Shares, as follows: (a) in lawful money of the United States, in good bank draft or a good certified check payable to the order of the Warrant Agent Agent, good bank draft payable to the order of the Warrant Agent, or by wire transfer of immediately available funds;payable to the Warrant Agent; or (b) in with respect to any Private Placement Warrant, so long as such Private Placement Warrant is held by the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” Sponsor or its permitted transferees, by surrendering the Warrants for that number of Class A Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of Class A Ordinary Shares underlying the Warrants, multiplied by the excess of the “Sponsor Exercise Fair Market Value”, ” (as defined in this subsection 3.3.1(b), over ) less the Warrant Price by (y) the Sponsor Exercise Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.3), the “Sponsor Exercise Fair Market Value” shall mean the average last reported closing sale price of the Class A Ordinary Shares for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which the notice of redemption exercise of the Private Placement Warrant is sent to the holders of the Warrants, pursuant to Section 6 hereofWarrant Agent; or

Payment. Subject to the provisions of the Warrant and this Agreement, including without limitation, subsection 3.3.5, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) Class A Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) payment in full of the Warrant Price for each Class A Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Class A Shares and the issuance of such Class A Shares, as follows: (a) in lawful money of the United States, in good bank draft or good certified check payable to the order of the Warrant Agent or by wire transfer of immediately available funds; (b) in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of Class A Shares equal to the quotient obtained by dividing (x) the product of the number of Class A Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(b), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.3, the “Fair Market Value” shall mean the average reported closing price of the Class A Shares for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof; or

Payment. Subject to the provisions of the Warrant and this Agreement, including without limitation, subsection 3.3.5, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) Class A Ordinary Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) payment in full of the Warrant Price for each Class A Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Class A Ordinary Shares and the issuance of such Class A Ordinary Shares, as follows: (a) in lawful money of the United States, in good bank draft or good certified check payable to the order of the Warrant Agent or by wire transfer of immediately available funds; (b) in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) Board has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of Class A Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of Class A Ordinary Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(b), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.3, the “Fair Market Value” shall mean the average reported closing price of the Class A Ordinary Shares for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof; or

Payment. Subject to the provisions of the Warrant and this Agreement, including without limitation, subsection 3.3.5, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) Class A Ordinary Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) payment in full of the Warrant Price for each Class A Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Class A Ordinary Shares and the issuance of such Class A Ordinary Shares, as follows: (a) in lawful money of the United States, in good bank draft or good certified check payable to the order of the Warrant Agent or by wire transfer of immediately available funds; (b) in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of Class A Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of Class A Ordinary Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(b), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.3, the “Fair Market Value” shall mean the average reported closing price of the Class A Ordinary Shares for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof; or

Payment. Subject to the provisions of the Warrant and this Agreement, including without limitation, subsection 3.3.5, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) Class A Shares shares of Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) payment in full of the Warrant Price for each Class A Share full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Class A Shares shares of Common Stock and the issuance of such Class A Sharesshares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or good bank draft or good certified check payable to the order of the Warrant Agent or by wire transfer of immediately available funds; (b) in the event of a redemption pursuant to Section 6 6.1 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of Class A Shares shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of Class A Shares shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(b), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) ), Section 6.1 and Section 6.36.4, the “Fair Market Value” shall mean the average reported closing price of the Class A Shares Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 6.1 hereof; or;

Payment. Subject to the provisions of the Warrant and this Agreement, including without limitation, subsection 3.3.5, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) Class A Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) payment in full of the Warrant Price for each Class A Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Class A Shares and the issuance of such Class A Shares, as follows: (a) in lawful money of the United States, in good bank draft or good certified check payable to the order of the Warrant Agent Company or by wire transfer of immediately available funds; (b) in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of Class A Shares equal to the quotient obtained by dividing (x) the product of the number of Class A Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(b), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.3, the “Fair Market Value” shall mean the average reported closing price of the Class A Shares for the ten (10) trading days ending on the third trading day prior to the first date on which the notice of redemption is sent Class A ordinary shares trade on the applicable exchange or in the applicable market, regular way, without the right to the holders of the Warrantsreceive such rights, pursuant to Section 6 hereof; or

Payment. Subject to the provisions of the Warrant and this Agreement, including without limitation, subsection 3.3.5, a Warrant may be exercised by the Registered Holder registered holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) Class A Ordinary Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder registered holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) payment in full of the Warrant Price for each Class A Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Class A Ordinary Shares and the issuance of such Class A Ordinary Shares, as follows: (a) in lawful money of the United States, in by good certified check or good bank draft or good certified check payable to the order of the Warrant Agent Agent, or by wire transfer of immediately available funds; (b) in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) management has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of Class A Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of Class A Ordinary Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as ” (defined in this subsection 3.3.1(b), below) over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection Section 3.3.1(b) and Section 6.3), the “Fair Market Value” shall mean the average last reported closing sale price of the Class A Ordinary Shares for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, Warrants pursuant to Section 6 hereof; or

Payment. Subject to the provisions of the Warrant and this Agreement, including without limitation, subsection 3.3.5, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) Class A Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) payment in full of the Warrant Price for each Class A Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Class A Shares and the issuance of such Class A Shares, as follows: (a) in lawful money of the United States, in good bank draft or good certified check or wire payable to the order of the Warrant Agent or by wire transfer of immediately available funds; (b) in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) Board has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of Class A Shares equal to the quotient obtained by dividing (x) the product of the number of Class A Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(b), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.36.2, the “Fair Market Value” shall mean the average reported closing price of the Class A Shares for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof; or

Payment. Subject to the provisions of the Warrant and this Agreement, including without limitation, subsection 3.3.5, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) Class A Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) payment in full of the Warrant Price for each Class A Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Class A Shares and the issuance of such Class A Shares, as follows: (a) in lawful money of the United States, in good bank draft or good certified check payable to the order of the Warrant Agent or by wire transfer of immediately available funds; (b) in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Public Warrants to exercise such Warrants on a “cashless basis,” by surrendering the such Warrants for that number of Class A Shares equal to the quotient obtained by dividing (x) the product of the number of Class A Shares underlying the such Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(b), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.3, the “Fair Market Value” shall mean the average reported closing price of the Class A Shares for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Public Warrants, pursuant to Section 6 hereof; or;

Payment. Subject The Participant shall be entitled to the provisions receive one share of Common Stock with respect to one vested Restricted Stock Unit. The Participant shall be paid one share of Common Stock with respect to each vested Restricted Stock Unit within thirty (30) days of the Warrant and this Agreement, including without limitation, subsection 3.3.5, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department Vesting Date; except that: (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case event of a Book-Entry Warrant Certificatethe Participant’s death, the Warrants to Participant’s estate shall be exercised paid within thirty (the “Book-Entry Warrants”30) on the records days of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, Participant’s death; (ii) an election to purchase (“Election to Purchase”) Class A Shares pursuant to in the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse event of the Definitive Warrant Certificate orParticipant’s Disability, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s procedures, and shall be paid within thirty (iii30) payment in full days of the Warrant Price for each Class A Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Class A Shares and the issuance of such Class A Shares, as follows: (a) in lawful money of the United States, in good bank draft or good certified check payable to the order of the Warrant Agent or by wire transfer of immediately available fundsDisability; (biii) in the event of a redemption pursuant to Section 6 hereof in which Change of Control Vesting Date, the Company’s board of directors Participant shall be paid within thirty (the “Board”30) has elected to require all holders days of the Warrants Change of Control Vesting Date, subject to exercise such Warrants on a “cashless basis,” by surrendering six month delay following the Warrants for that number Participant’s Termination of Class A Shares equal Employment to the quotient obtained extent required by dividing (x) the product Section 409A of the number of Class A Shares underlying Code; (iv) in the Warrants, multiplied by the excess event of the “Fair Market Value”Participant’s Retirement, as defined in this subsection 3.3.1(bthe Participant shall be paid (A) with respect to the pro-rata portion of Restricted Stock Units vested on his Retirement, within thirty (30) days of the Pro-rata Vesting Date, subject to a six month delay following the Participant’s Retirement to the extent required by Section 409A of the Code, and (B) with respect to the remaining Restricted Stock Units, subject to compliance with Section 2(b), over within thirty (30) days of the Warrant Price by earlier of the Vesting Date or a Change of Control; (yv) in the Fair Market Value. Solely event of the Participant’s Termination of Employment without Cause or Termination of Employment for purposes Good Reason whether occurring on, before or after a Change of this subsection 3.3.1(b) and Section 6.3Control, the “Fair Market Value” Participant shall mean be paid (A) with respect to the average reported closing price pro-rata portion of Restricted Stock Units vested on his date of Termination of Employment, with thirty (30) days of the Class A Shares for Pro-rata Vesting Date, subject to a six month delay following the ten (10) trading days ending on the third trading day prior Participant’s Termination of Employment to the date on which extent required by Section 409A of the notice of redemption is sent Code, and (B) with respect to the holders remaining Restricted Stock Units, within thirty (30) days of the Warrantsearlier of the Vesting Date or a Change of Control; (vi) in the event of non-renewal of the Employment Agreement, pursuant to Section 6 hereof; orthe Participant shall be paid within thirty (30) days of the Vesting Date.

Payment. Subject to the provisions of the Warrant and this Agreement, including without limitation, subsection 3.3.5, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) Class A Shares shares of Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) payment in full of the Warrant Price for each Class A Share share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Class A Shares shares of Common Stock and the issuance of such Class A Sharesshares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or good bank draft or good certified check payable to the order of the Warrant Agent or by wire transfer of immediately available funds; (b) in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of Class A Shares shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of Class A Shares shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value”, ,” as defined in this subsection 3.3.1(b), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.3, the “Fair Market Value” shall mean the average last reported closing sale price of the Class A Shares Common Stock for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof; or

Payment. Subject to the provisions of the Warrant and this Agreement, including without limitation, subsection 3.3.5, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, exercised or, in the case of a BookWarrant represented by a book-Entry Warrant Certificateentry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of The Depository Trust Company (the Depositary “Depository”) to an account of the Warrant Agent at the Depositary Depository designated for such purposes in writing by the Warrant Agent to the Depositary Depository from time to time, (ii) an election to purchase (“Election to Purchase”) Class A Shares any Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant CertificateWarrant, properly delivered by the Participant institutions that have accounts with the Depository in accordance with the DepositaryDepository’s procedures, and (iii) the payment in full of the Warrant Price for each Class A Share full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Class A Shares shares of Common Stock and the issuance of such Class A Sharesshares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or good bank draft or good certified check payable to the order of the Warrant Agent or by wire transfer of immediately available funds;; or (b) in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of Class A Shares shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of Class A Shares shares of Common Stock underlying the Warrants, multiplied by the excess of the “Sponsor Fair Market Value”, Value (as defined in this subsection 3.3.1(b), ) of the Common Stock over the Warrant Price by (y) the Sponsor Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.3), the “Sponsor Fair Market Value” shall mean the volume-weighted average last reported closing sale price of the Class A Shares Common Stock for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which the notice of redemption exercise of the Private Placement Warrant or Working Capital Warrant, as applicable, is sent to the holders Warrant Agent. The Warrant Agent shall forward funds received for warrant exercises in a given month by the fifth (5th) business day of the Warrantsfollowing month by wire transfer to an account designated by the Company. Only whole Warrants are exercisable, pursuant and a holder of the Warrants will not be able to Section 6 hereof; orexercise any fraction of a Warrant.

Payment. Subject to the provisions of the Warrant and this Agreement, including without limitation, subsection 3.3.5, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a BookWarrant represented by a book-Entry Warrant Certificateentry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) any Class A Ordinary Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant CertificateWarrant, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) the payment in full of the Warrant Price for each Class A Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Class A Ordinary Shares and the issuance of such Class A Ordinary Shares, as follows: (a) in lawful money of the United States, in good certified check or good bank draft or good certified check payable to the order of the Warrant Agent or by wire transfer of immediately available fundsAgent; (b) in the event of a redemption pursuant to Section 6 6.1 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Public Warrants to exercise such Public Warrants on a “cashless basis,” by surrendering the Public Warrants for that number of Class A Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of Class A Ordinary Shares underlying the Public Warrants, multiplied by the excess of difference between the Warrant Price and the “Redemption Fair Market Value”, as defined in this subsection 3.3.1(b), over the Warrant Price by (y) the Redemption Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.3, the “Redemption Fair Market Value” shall mean the volume-weighted average reported closing price of the Class A Ordinary Shares for as reported during the ten (10) trading days day period ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, Public Warrants pursuant to Section 6 6.2 hereof; or

Payment. Subject to the provisions of the Warrant and this Agreement, including without limitationa Warrant, subsection 3.3.5when countersigned by the Warrant Agent, a Warrant may be exercised by the Registered Holder registered holder thereof by delivering to surrendering it, at the office of the Warrant Agent Agent, or at the office of its corporate trust department successor as Warrant Agent, in the Borough of Manhattan, City and State of New York (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a BookWarrant represented by a book-Entry Warrant Certificateentry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time), (ii) an election to purchase (“Election to Purchase”) Class A Shares pursuant to with the exercise of a subscription form, as set forth in the Warrant, properly completed and duly executed by the Registered Holder on the reverse of the Definitive Warrant Certificate (or, in the case of a BookWarrant represented by a book-Entry Warrant Certificateentry, properly delivered by the Participant in accordance with the Depositary’s procedures), and (iii) payment by paying in full of the Warrant Price for each Class A full Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Class A Ordinary Shares and the issuance of such Class A Ordinary Shares, as follows: (a) in lawful money of the United States, in by good certified check or good bank draft or good certified check payable to the order of the Warrant Agent or by wire transfer of immediately available funds;; or (b) in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) has elected to require force all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of Class A Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of Class A Ordinary Shares underlying the Warrants, multiplied by the excess of difference between the Warrant Price and the “Fair Market Value”, as ” (defined in this subsection 3.3.1(b), over the Warrant Price below) by (y) the Fair Market Value. Solely for purposes of this subsection Section 3.3.1(b) and Section 6.3), the “Fair Market Value” shall mean the average last reported closing sale price of the Class A Ordinary Shares for the ten five (105) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, Warrants pursuant to Section 6 hereof; or

Payment. Subject to the provisions of the Warrant and this Agreement, including without limitation, subsection 3.3.5, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a BookWarrant represented by a book-Entry Warrant Certificateentry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) any shares of Class A Shares common stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant CertificateWarrant, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) the payment in full of the Warrant Price (as adjusted pursuant to the terms of the Warrant and this Agreement, if applicable) for each share of Class A Share common stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Class A Shares common stock and the issuance of such shares of Class A Sharescommon stock, as follows: (a) in lawful money of the United States, in good certified check or good bank draft or good certified check payable to the order of the Warrant Agent or by wire transfer of immediately available fundsAgent; (b) in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors [Reserved]; (the “Board”c) has elected to require all holders of the Warrants to exercise such Warrants [Reserved]; (d) on a “cashless basis,” by surrendering the Warrants for that number of Class A Shares equal to the quotient obtained by dividing (x) the product of the number of Class A Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined provided in this subsection 3.3.1(b), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.3, the “Fair Market Value” shall mean the average reported closing price of the Class A Shares for the ten (10) trading days ending on the third trading day prior 6.2 hereof with respect to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereofa Redemption Settlement; or (e) on a cashless basis, as provided in Section 7.4 hereof.

Payment. Subject to the provisions of the Warrant and this Agreement, including without limitationa Warrant, subsection 3.3.5when countersigned by the Warrant Agent (if in the form of a physical certificate), a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate definitive warrant certificate evidencing the Warrants to be exercised, or, in the case of a BookWarrant represented by a book-Entry Warrant Certificateentry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) any Class A Shares ordinary shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate definitive warrant certificate or, in the case of a Book-Entry Warrant CertificateWarrant, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) the payment in full of the Warrant Price for each full Class A Share ordinary share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Class A Shares ordinary shares and the issuance of such Class A Sharesordinary shares, as follows: (a) in lawful money of the United States, in good certified check or good bank draft or good certified check payable to the order of the Warrant Agent or by wire transfer of immediately available fundsAgent; (b) in the event of a redemption pursuant to Section 6 6.1 hereof in which the Company’s board of directors (the “Board”) Board has elected to require all holders of the Public Warrants to exercise such Public Warrants on a “cashless basis,” by surrendering the Public Warrants for that number of Class A Shares ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A Shares ordinary shares underlying the Public Warrants, multiplied by the excess of difference between the Warrant Price and the “Fair Market Value”, as defined in this subsection Section 3.3.1(b), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection Section 3.3.1(b) and Section 6.36.1, the “Fair Market Value” shall mean the volume-weighted average reported closing price of the Class A Shares for ordinary shares as reported during the ten (10) trading days day period ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, Warrants pursuant to Section 6 6.2 hereof; or;

Payment. Subject to the provisions of the Warrant and this Agreement, including without limitationa Warrant, subsection 3.3.5when countersigned by the Warrant Agent, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, or in the case of a BookWarrant represented by a book-Entry Warrant Certificateentry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of The Depository Trust Company (the Depositary “Depository”), to an account of the Warrant Agent at the Depositary Depository designated for such purposes in writing by the Warrant Agent to the Depositary Depository from time to time, (ii) an election to purchase (“Election to Purchase”) Class A Shares shares of Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant CertificateWarrant, properly delivered by the Participant in accordance with the DepositaryDepository’s procedures, and (iii) the payment in full of the Warrant Price for each Class A Share full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Class A Shares shares of Common Stock and the issuance of such Class A Sharesshare of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or good bank draft or good certified check payable to the order of the Warrant Agent or by wire transfer of immediately available funds; (b) in the event of a redemption pursuant to Section 6 6.1 hereof in which the Company’s board of directors (the “Board”) Board has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of Class A Shares shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of Class A Shares shares of Common Stock underlying the Warrants, multiplied by the excess of difference between the Warrant Price and the “Fair Market Value”, as defined in this subsection 3.3.1(b), over the Warrant Price ) by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.3), the “Fair Market Value” shall mean the average reported closing last sale price of the Class A Shares Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 6.2 hereof; or

Payment. Subject to the provisions of the Warrant and this Agreement, including without limitationa Warrant, subsection 3.3.5when countersigned by the Warrant Agent, a Warrant may be exercised by the Registered Holder thereof by delivering delivering, not later than 5:00 p.m., New York time, on any Business Day during the Exercise Period (the “Exercise Date”) to the Warrant Agent at the office of the Warrant Agent, or at the office of its corporate trust department successor as Warrant Agent (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, exercised or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary Depository to an account of the Warrant Agent at the Depositary Depository designated for such purposes purpose in writing by the Warrant Agent to the Depositary Depository from time to time, (ii) an election to purchase in the form attached hereto as part of Exhibit A or Exhibit B (the “Election to Purchase”) Class A ), as applicable, the Ordinary Shares pursuant underlying the Warrants to the exercise of a Warrantbe exercised, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate orexecuted, or in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the DepositaryDepository’s procedures, procedures and (iii) payment in full of the Warrant Price for each Class A full Ordinary Share as to which the Warrant is Warrants are exercised and any and all applicable taxes due in connection with the exercise of the WarrantWarrants, the exchange of the Warrant Warrants for the Class A Shares Ordinary Shares, and the issuance of such Class A Sharesthe Ordinary Shares in full, as follows: (a) in lawful money of the United States, in good bank draft or good by certified check payable to the order of Company; provided, however, that the Warrant Agent or by wire transfer of immediately available funds; (b) in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Founders’ Warrants to exercise such Warrants on a “cashless basis,” may pay the Warrant Price by surrendering the Founders’ Warrants for that number of Class A Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of Class A Ordinary Shares underlying the Warrants, multiplied by the excess of difference between the “Fair Market Value”, as defined in this subsection 3.3.1(b), over Value and the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) Value (a “Cashless Basis”); and Section 6.3provided, further, that upon exercising its option to redeem the Redeemable Warrants (as defined below), the Company may exercise its option to require all Registered Holders of Redeemable Warrants that elect to exercise their Redeemable Warrants prior to the scheduled redemption date to exercise such Redeemable Warrants on a Cashless Basis. “Fair Market Value” shall mean means the average reported closing last sales price of the Class A Ordinary Shares in the principal trading market for the ten Ordinary Shares as reported by any national securities exchange or quoted on the FINRA OTC Bulletin Board (10) or successor exchange), as the case may be, for the 10 consecutive trading days ending on the third trading day prior to preceding the date on which the notice of redemption is sent to the holders of the Redeemable Warrants, pursuant to Section 6 hereof; or.

Payment. Subject to the provisions of the Warrant and this Agreement, including without limitation, subsection 3.3.5, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) Class A Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) payment in full of the Warrant Price for each Class A Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Class A Shares and the issuance of such Class A Shares, as follows: (a) in lawful money of the United States, in good bank draft or good certified check payable to the order of the Warrant Agent or by wire transfer of immediately available funds; (b) in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Public Warrants to exercise such Public Warrants on a “cashless basis,” by surrendering the Public Warrants for that number of Class A Shares equal to the quotient obtained by dividing (x) the product of the number of Class A Shares underlying the Public Warrants, multiplied by the excess of difference between the Public Warrant Price and the “Fair Market Value”, as defined in this subsection 3.3.1(b), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.3, the “Fair Market Value” shall mean the average reported closing price of the Class A Shares for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Public Warrants, pursuant to Section 6 hereof; or

Payment. Subject to the provisions of the Warrant and this Agreement, including without limitation, subsection 3.3.5, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) Class A Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) payment in full of the Warrant Price for each Class A Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Class A Shares and the issuance of such Class A Shares, as follows: (a) in lawful money Within five (5) days after Approving a Payment Request or after the Deemed Approval of a Payment Request, the United States, in good bank draft or good certified check payable Director of Public Works will forward the counter-signed Approved Payment Request to the order Agency. If the Director of Public Works has not forwarded a counter-signed Approved Payment Request within that period, Developer will have the Warrant Agent or by wire transfer right to deliver the unsigned Payment Request, together with proof of immediately available funds;its delivery to the Director of Public Works, directly to the Agency, with a copy to the Director of Public Works. (b) The Developer Allocations will be presumed to be reasonable and will be accepted for all purposes of this Agreement unless the Agency notifies Developer of the Agency’s good-faith objection to the Developer Allocation shown in the event Payment Request within five (5) days after the Agency receives the counter-signed Payment Request from the Director of Public Works or unsigned Payment Request and proof of delivery from Developer. If the Agency has timely objected to the Developer Allocation, then the Agency and Developer will promptly meet and confer in an attempt to agree on how to allocate such costs on a redemption pursuant to Section 6 hereof in which the Company’s board of directors reasonable basis (the “BoardAgreed-Upon Allocation”). (c) has elected The Agency Finance Deputy must pay the Actual Cost to require all holders the extent of available Identified Funding Sources within fifteen (15) business days after the Agency’s receipt of a counter-signed Approved Payment Request (or an unsigned Payment Request and proof of delivery). If the Agency objected to the Developer Allocation under Section 4.3(b), then the Agency may withhold payment of the Warrants Developer Allocation until the Agency and Developer agree on the Agreed-Upon Allocation, in which case the withheld allocations will be paid by the Agency to exercise Developer within fifteen (15) business days thereafter. At the written request of Developer, the Agency will make payments under any Approved or Deemed Approved Payment Requests directly to a Third Party, such Warrants on as a “cashless basis,” by surrendering contractor or supplier of materials. (d) The Agency and Developer acknowledge sections 4.4(c), 4.6(a), and 4.6(b) of the Warrants for that number of Class A Shares equal Financing Plan as they apply to the quotient obtained by dividing (x) relative timing of acceptance of Acquisition Facilities and Components and the product payment of the number Actual Cost of Class A Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(b), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) such Acquisition Facilities and Section 6.3, the “Fair Market Value” shall mean the average reported closing price of the Class A Shares for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof; orComponents.

Payment. Subject to the provisions of the Warrant and this Agreement, including without limitation, subsection 3.3.5, a Warrant may be exercised by the Registered Holder thereof by delivering to surrendering it, at the office of the Warrant Agent, or at the office of its successor as Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a BookWarrant in book-Entry entry form by causing the Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary transferred to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time), (ii) together with an election to purchase (“Election to Purchase”) Class A Shares pursuant to the exercise shares of a Warrant, Common Stock properly completed and executed by the Registered Holder thereof on the reverse of the Definitive Warrant Certificate Warrant, or, in the case of a BookWarrant in book-Entry Warrant Certificateentry form, properly delivered by the applicable Participant in accordance with the Depositary’s procedures, and (iii) payment by paying in full of the Warrant Exercise Price for each Class A Share full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Class A Shares shares of Common Stock and the issuance of such Class A Sharesshares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or good bank draft or good certified check by wire transfer payable to the order of the Warrant Agent or by wire transfer of immediately available fundsAgent; (b) in the event of a redemption pursuant to Section 6 6.1 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants to be exercised by a holder for that number of Class A Shares shares of Common Stock equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of Class A Shares shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(b), over the Warrant Exercise Price by (y) the Fair Market ValueValue and (B) the product of 0.361 and the number of Warrants surrendered by such holder. Solely for purposes of this subsection 3.3.1(b) ), Section 6.2 and Section 6.36.4, the “Fair Market Value” shall mean the volume-weighted average reported closing price of the Class A Shares for Common Stock as reported during the ten (10) trading days ending on the third trading day prior to immediately following the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof; or;

Payment. Subject to the provisions of the Warrant and this AgreementAgreement including, including without limitation, subsection 3.3.5, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) Class A Ordinary Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) payment in full of the Warrant Price for each Class A Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Class A Ordinary Shares and the issuance of such Class A Ordinary Shares, as follows: (a) in lawful money of the United States, in good certified check or good bank draft or good certified check payable to the order of the Warrant Agent or by wire transfer of immediately available funds; (b) in [Reserved]; (c) with respect to any Private Placement Warrant or Working Capital Warrant, so long as such Private Placement Warrant or Working Capital Warrant is held by the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” Sponsor or its Permitted Transferees, by surrendering the Warrants for that number of Class A Ordinary Shares equal to (i) if in connection with a redemption of Private Placement Warrants or Working Capital Warrants pursuant to Section 6.2 hereof, as provided in Section 6.2 hereof with respect to a Make-Whole Exercise (as defined below) and (ii) in all other scenarios, the quotient obtained by dividing (x) the product of the number of Class A Ordinary Shares underlying the Warrants, multiplied by the excess of the “Sponsor Exercise Fair Market Value”, ” (as defined in this subsection 3.3.1(b3.3.1(c)), over the Warrant Price by (y) the Sponsor Exercise Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.33.3.1(c), the “Sponsor Exercise Fair Market Value” shall mean the average last reported closing sale price of the Class A Ordinary Shares for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption exercise of the Private Placement Warrant or Working Capital Warrant is sent to the holders of the Warrants, pursuant to Section 6 hereof; orWarrant Agent;

Payment. Subject to the provisions of the Warrant and this Agreement, including without limitation, subsection 3.3.5, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) Class A Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) payment in full of the Warrant Price for each Class A Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Class A Shares and the issuance of such Class A Shares, as follows: (a) in lawful money of the United States, in good bank draft or good certified check payable to the order of the Warrant Agent or by wire transfer of immediately available funds;funds; (b) in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of Class A Shares equal to the quotient obtained by dividing (x) the product of the number of Class A Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(b), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.3, the “Fair Market Value” shall mean the average reported closing price of the Class A Shares for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof; hereof; or

Payment. Subject to the provisions of the Warrant and this Agreement, including without limitation, subsection 3.3.5, a Warrant may be exercised by the Registered Holder registered holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) Class A Ordinary Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) payment in full of the Warrant Price for each Class A Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Class A Ordinary Shares and the issuance of such Class A Ordinary Shares, as follows: (a) in lawful money of the United States, in good bank draft or by good certified check or wire payable to the order of the Warrant Agent Agent, or by wire transfer of immediately available funds;; or (b) in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) management has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of Class A Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of Class A Ordinary Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as ” (defined in this subsection 3.3.1(b), below) over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection Section 3.3.1(b) and Section 6.3), the “Fair Market Value” shall mean the average last reported closing sale price of the Class A Ordinary Shares for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, Warrants pursuant to Section 6 hereof; or;

Payment. Subject to the provisions of the Warrant and this Agreement, including including, without limitation, subsection 3.3.5, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) Class A Shares shares of Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) payment in full of the Warrant Price for each Class A Share full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Class A Shares shares of Common Stock and the issuance of such Class A Sharesshares of Common Stock, as follows: (a) in lawful money of the United States, in by good certified check, good bank draft or good certified check payable to the order of the Warrant Agent or by wire transfer of immediately available funds; (b) in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of Class A Shares shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of Class A Shares shares of Common Stock underlying the Warrants, multiplied by the excess of difference between the Warrant Price and the “Fair Market Value”, as ” (defined in this subsection 3.3.1(b), over the Warrant Price below) by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) ), Section 6.3 and Section 6.37.4, the term “Fair Market Value” shall mean the average reported closing last sale price of the Class A Shares Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof; or

Payment. Subject to the provisions of the Warrant and this Warrant Agreement, including without limitation, subsection 3.3.5, a Warrant may be exercised by the Registered Holder thereof by delivering delivering, not later than 5:00 P.M., New York City time, on any Business Day during the Exercise Period (the “Exercise Date”) to the Warrant Agent at the office of the Warrant Agent, or at the office of its corporate trust department successor as Warrant Agent, (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, or in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) ), free on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes purpose in writing by the Warrant Agent to the Depositary Depository from time to time, (ii) an election to purchase (“Election to Purchase”) Class A Shares pursuant to the exercise of a Warrant, Subscription Form properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate orexecuted, or in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the DepositaryDepository’s procedures, ; and (iii) payment in full of the Warrant Price for each Class A Share full share of Common Stock as to which the Warrant is Warrants are exercised and any and all applicable taxes due in connection with the exercise of the WarrantWarrants, the exchange of the Warrant Warrants for the Class A Shares Common Stock, and the issuance of such Class A Sharesthe Common Stock in full, as follows: (a) in lawful money of the United States, by cash, by bank wire transfer in good immediately available funds, or by certified check or bank draft or good certified check payable to the Company. (a) If any of (i) the Definitive Warrant Certificate or the Book-Entry Warrant Certificate, (ii) the Subscription Form, or (iii) the Warrant Price therefor, is received by the Warrant Agent after 5:00 P.M., New York City time, on a specified day or if such day is not a Business Day, the Warrants will be deemed to be received and exercised on, and the applicable Exercise Date shall be the Business Day next succeeding such day. If the Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent will be returned to the Registered Holder or Participant, as the case may be, as soon as practicable, and all rights thereunder and all rights in respect thereof under this Warrant Agreement shall cease at the close of business on the Expiration Date. In no event will interest accrue on funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will be determined by the Company in its sole discretion and such determination will be final and binding upon the Registered Holder and the Warrant Agent. Neither the Company nor the Warrant Agent shall have any obligation to inform a Registered Holder of the invalidity of any exercise of Warrants. (b) The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in the account of the Company maintained with the Warrant Agent for such purpose and shall advise the Company at the end of each Business Day on which funds for the exercise of the Warrants are received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephonic advice to the Company in writing. (c) The Warrant Agent shall, by 11:00 A.M., New York City time, on the Business Day following the Exercise Date of any Warrant, advise the Company and the transfer agent and registrar in respect of (i) the shares of Common Stock issuable upon such exercise as to the number of Warrants exercised in accordance with the terms and conditions of this Warrant Agreement, (ii) the instructions of each Registered Holder or Participant, as the case may be, with respect to delivery of the shares of Common Stock issuable upon such exercise, and the delivery of Definitive Warrant Certificates, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise, (iii) in case of a Book-Entry Warrant Certificate, the notation that shall be made to the records maintained by the Depository, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise, and (iv) such other information as the Company or such transfer agent and registrar shall reasonably require. (d) The Company shall, by 5:00 P.M., New York City time, on the third Business Day next succeeding the Exercise Date of any Warrant and the clearance of the funds in payment of the Warrant Price, execute, issue, and deliver to the Warrant Agent, the shares of Common Stock to which such Registered Holder or Participant, as the case may be, is entitled, in fully registered form, registered in such name or names as may be directed by such Registered Holder or the Participant, as the case may be. Upon receipt of such shares of Common Stock, the Warrant Agent shall, by 5:00 P.M., New York City time, on the fifth Business Day next succeeding such Exercise Date, transmit such shares of Common Stock to or upon the order of the Registered Holder or Participant, as the case may be. (e) In lieu of delivering physical certificates representing the shares of Common Stock issuable upon exercise, provided the Company’s transfer agent is participating in the Depository Fast Automated Securities Transfer program, the Company shall use its reasonable best efforts to cause its transfer agent to electronically transmit the shares of Common Stock issuable upon exercise to the Registered Holder or Participant by crediting the account of Registered Holder’s prime broker with Depository or of the Participant through its Deposit Withdrawal Agent Commission system. The time periods for delivery described in the immediately preceding paragraph shall apply to the electronic transmittals described herein. (f) The accrual of dividends, if any, on the shares of Common Stock issued upon the valid exercise of any Warrant will be governed by the terms generally applicable to the shares of Common Stock. Starting with the Exercise Date, the former Registered Holder of the Warrants exercised will be entitled to the benefits generally available to other holders of shares of Common Stock and such former Registered Holder’s right to receive payments of dividends and any other amounts payable in respect of the shares of Common Stock shall be governed by, and shall be subject to, the terms and provisions generally applicable to such shares of Common Stock. (g) Warrants may be exercised only in whole numbers of shares of Common Stock. No fractional shares of Common Stock are to be issued upon the exercise of the Warrant, but rather the number of shares of Common Stock to be issued shall be rounded down to the nearest whole number. If fewer than all of the Warrants evidenced by a Warrant Certificate are exercised, a new Warrant Certificate for the number of unexercised Warrants remaining shall be executed by the Company and countersigned by the Warrant Agent, and delivered to the holder of such Warrant Certificate at the address specified on the books of the Warrant Agent or as otherwise specified by wire transfer such Registered Holder. If fewer than all the Warrants evidenced by a Book-Entry Warrant Certificate are exercised, a notation shall be made to the records maintained by the Depository, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance of immediately available funds;the Warrants remaining after such exercise. (bh) The Company will pay all documentary stamp or other taxes or governmental charge attributable to the initial issuance of shares of Common Stock upon the exercise of Warrants; provided, however, that the Company shall not be required to pay any stamp or other tax or governmental charge required to be paid in connection with any transfer involved in the issue of the shares of Common Stock in a name other than that of the Registered Holder of a Warrant Certificate surrendered upon the exercise of Warrants; and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any shares of a redemption pursuant Common Stock until such tax or other charge shall have been paid or it has been established to Section 6 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise satisfaction that no such Warrants on a “cashless basis,” by surrendering the Warrants for that number of Class A Shares equal to the quotient obtained by dividing (x) the product of the number of Class A Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(b), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.3, the “Fair Market Value” shall mean the average reported closing price of the Class A Shares for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption tax or other charge is sent to the holders of the Warrants, pursuant to Section 6 hereof; ordue.

Payment. Subject to the provisions of the Warrant and this Agreement, including without limitation, subsection 3.3.5, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a BookWarrant represented by a book-Entry Warrant Certificateentry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) any Class A Shares ordinary shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant CertificateWarrant, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) the payment in full of the Warrant Price for each Class A Share ordinary share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Class A Shares ordinary shares and the issuance of such Class A Sharesordinary shares, as follows: (a) in lawful money of the United States, in good certified check or good bank draft or good certified check payable to the order of the Warrant Agent or by wire transfer of immediately available fundsAgent; (b) in the event of a redemption pursuant to Section 6 6.1 hereof in which the Company’s board of directors (the “Board”) Board has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of Class A Shares ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A Shares ordinary shares underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(b), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.36.4, the “Fair Market Value” shall mean the average reported closing price of the Public Subunits or the Class A Shares ordinary shares, as the case may be, for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof; or;

Payment. Subject to the provisions of the Warrant and this Agreement, including without limitationa Warrant, subsection 3.3.5when countersigned by the Warrant Agent (if in the form of a physical certificate), a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate definitive warrant certificate evidencing the Warrants to be exercised, or, in the case of a BookWarrant represented by a book-Entry Warrant Certificateentry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) Class A any Ordinary Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant CertificateWarrant, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) the payment in full of the Warrant Price for each Class A Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Class A Ordinary Shares and the issuance of such Class A Ordinary Shares, as follows: (a) in lawful money of the United States, in good certified check or good bank draft or good certified check payable to the order of the Warrant Agent or by wire transfer of immediately available fundsAgent; (b) in [Reserved]; (c) with respect to any Private Placement Warrant, so long as such Private Placement Warrant is held by the event of Sponsor or a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” Permitted Transferee, by surrendering the Warrants for that number of Class A Ordinary Shares equal to (i) if in connection with a redemption of Private Placement Warrants pursuant to Section 6.2 hereof, as provided in Section 6.2 hereof with respect to a Make Whole Exercise and (ii) in all other scenarios the quotient obtained by dividing (x) the product of the number of Class A Ordinary Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(b3.3.1(c), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.33.3.1(c), the “Fair Market Value” shall mean the average last reported closing sale price of the Class A Ordinary Shares for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption exercise of the Warrant is sent to the holders of the Warrants, pursuant to Section 6 hereof; orWarrant Agent;

Payment. Subject to the provisions of the Warrant and this Agreement, including without limitationa Warrant, subsection 3.3.5when countersigned by the Warrant Agent (if a physical certificate is issued), a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a BookWarrant represented by a book-Entry Warrant Certificateentry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) any Class A Shares ordinary shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant CertificateWarrant, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) the payment in full of the Warrant Price for each Class A Share ordinary share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Class A Shares ordinary shares and the issuance of such Class A Sharesordinary shares, as follows: (a) in lawful money of the United States, in good certified check or good bank draft or good certified check payable to the order of the Warrant Agent or by wire transfer of immediately available fundsAgent; (b) in with respect to any Private Placement Warrant or Working Capital Warrant, so long as such Private Placement Warrant or Working Capital Warrant is held by the event of Sponsor or a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” Permitted Transferee, by surrendering the Warrants for that number of Class A Shares ordinary shares equal to (i) if in connection with a redemption of Private Placement Warrants pursuant to Section 6.2 hereof, as provided in Section 6.2 hereof with respect to a Make-Whole Exercise (as defined below) and (ii) in all other scenarios the quotient obtained by dividing (x) the product of the number of Class A Shares ordinary shares underlying the Warrants, multiplied by the excess of the “Historical Fair Market Value”, ” (as defined in this subsection 3.3.1(b), ) over the Warrant Price by (y) the Historical Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.3), the “Historical Fair Market Value” shall mean the average last reported closing sale price of the Class A Shares ordinary shares for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which the notice of redemption exercise of the Private Placement Warrant or Working Capital Warrant is sent to the holders of the Warrants, pursuant to Section 6 hereof; orWarrant Agent;

Payment. Subject to the provisions of the Warrant and this Agreement, including without limitation, subsection 3.3.5, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a BookWarrant represented by a book-Entry Warrant Certificateentry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) Class A any Ordinary Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant CertificateWarrant, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) payment in full of the Warrant Price for each Class A Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Class A Ordinary Shares and the issuance of such Class A Ordinary Shares, as follows: (a) in lawful money of the United States, in good certified check, in good bank draft or good certified check payable to the order of the Warrant Agent or by wire transfer of immediately available funds; (b) in the event of a redemption pursuant to Section 6 6.1 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of Class A Shares shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of Class A Shares shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(b), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.3, the “Fair Market Value” shall mean the average reported closing last sale price of the Class A Ordinary Shares for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 6.1 hereof; or;

Payment. Subject to the provisions of the Warrant and this Agreement, including without limitationa Warrant, subsection 3.3.5when countersigned by the Warrant Agent, a Warrant may be exercised by the Registered Holder thereof by delivering to surrendering it, at the office of the Warrant Agent Agent, or at the office of its corporate trust department successor as Warrant Agent, in the Borough of Manhattan, City and State of New York (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a BookWarrant represented by a book-Entry Warrant Certificateentry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) Class A any Ordinary Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder Holders on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant CertificateWarrant, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) the payment in full of the Warrant Price for each Class A Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Class A Ordinary Shares and the issuance of such Class A Ordinary Shares, as follows: (a) in lawful money of the United States, in good bank draft or by good certified check payable to the order of the Warrant Agent or by wire transfer of immediately available funds;funds payable to the Warrant Agent; or (b) in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) management has elected to require force all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of Class A Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of Class A Ordinary Shares underlying the Warrants, multiplied by the excess of difference between the Warrant Price and the “Fair Market Value”, as ” (defined in this subsection 3.3.1(b), over the Warrant Price below) by (y) the Fair Market Value. Solely for purposes of this subsection Section 3.3.1(b) and Section 6.3), the “Fair Market Value” shall mean the average reported closing last sale price of the Class A Shares Ordinary Share for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, Warrants pursuant to Section 6 hereof; or

Payment. Subject to the provisions of the Warrant and this Agreement, including without limitationa Warrant, subsection 3.3.5when countersigned by the Warrant Agent, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) Class A Shares shares of Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) payment in full of the Warrant Price for each Class A Share full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Class A Shares shares of Common Stock and the issuance of such Class A SharesCommon Stock, as follows: (a) in lawful money of the United States, in good certified check or good bank draft or good certified check payable to the order of the Warrant Agent or by wire transfer of immediately available fundsAgent; (b) in [reserved]; (c) with respect to any Private Placement Warrant, so long as such Private Placement Warrant is held by the event of Sponsor or a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” Permitted Transferee, by surrendering the Warrants for that number of Class A Shares shares of Common Stock equal to (i) if in connection with a redemption of Private Placement Warrants pursuant to Section 6.2 hereof, as provided in Section 6.2 hereof with respect to a Make-Whole Exercise and (ii) in all other scenarios, the quotient obtained by dividing (x) the product of the number of Class A Shares shares of Common Stock underlying the Warrants, multiplied by the excess of difference between the Warrant Price and the “Fair Market Value”, as defined in this subsection 3.3.1(b3.3.1(c), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.33.3.1(c), the “Fair Market Value” shall mean the average reported closing last sale price of the Class A Shares Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption exercise of the Warrant is sent to the holders of the Warrants, pursuant to Section 6 hereofWarrant Agent; or

Payment. Subject to the provisions of the Warrant and this Agreement, including without limitationa Warrant, subsection 3.3.5when countersigned by the Warrant Agent, a Warrant may be exercised by the Registered Holder registered holder thereof by delivering to surrendering it, at the office of the Warrant Agent Agent, or at the office of its corporate trust department successor as Warrant Agent, in the Borough of Manhattan, City and State of New York (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a BookWarrant represented by a book-Entry Warrant Certificateentry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time), (ii) an election to purchase (“Election to Purchase”) Class A Shares pursuant to with the exercise of a subscription form, as set forth in the Warrant, properly completed and duly executed by the Registered Holder on the reverse of the Definitive Warrant Certificate (or, in the case of a BookWarrant represented by a book-Entry Warrant Certificateentry, properly delivered by the Participant in accordance with the Depositary’s procedures), and (iii) payment by paying in full of the Warrant Price for each Class A full Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Class A Ordinary Shares and the issuance of such Class A Ordinary Shares, as follows: (a) in lawful money of the United States, in by good certified check or good bank draft or good certified check payable to the order of the Warrant Agent or by wire transfer of immediately available funds;transfer; or (b) in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) management has elected to require force all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of Class A Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of Class A Ordinary Shares underlying the Warrants, multiplied by the excess of difference between the Warrant Price and the “Fair Market Value”, as ” (defined in this subsection 3.3.1(b), over the Warrant Price below) by (y) the Fair Market Value. Solely for purposes of this subsection Section 3.3.1(b) and Section 6.3), the “Fair Market Value” shall mean the average last reported closing sale price of the Class A Ordinary Shares for the ten five (105) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, Warrants pursuant to Section 6 hereof; or

Payment. Subject to the provisions of the Warrant and this Agreement, including without limitation, subsection 3.3.5, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Book- Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) Class A Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) payment in full of the Warrant Price for each Class A Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Class A Shares and the issuance of such Class A Shares, as follows: (a) in lawful money of the United States, in good bank draft or good certified check payable to the order of the Warrant Agent or by wire transfer of immediately available funds; (b) in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of Class A Shares equal to the quotient obtained by dividing (x) the product of the number of Class A Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(b), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.3, the “Fair Market Value” shall mean the average reported closing price of the Class A Shares for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof; or

Payment. Subject to the provisions of the Warrant and this Agreement, including without limitation, subsection 3.3.5, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a BookWarrant represented by a book-Entry Warrant Certificateentry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) any shares of Class A Shares Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant CertificateWarrant, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) the payment in full of the Warrant Price for each full share of Class A Share Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Class A Shares Common Stock and the issuance of such shares of Class A SharesCommon Stock, as follows: (a) in lawful money of the United States, in good certified check or good bank draft or good certified check payable to the order of the Warrant Agent or by wire transfer of immediately available fundsAgent; (b) in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Class A Shares Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A Shares Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(b), over the Warrant Price Price, by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.36.2, the “Fair Market Value” shall mean the volume weighted average last reported closing sale price of the Class A Shares Common Stock for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof; or

Payment. Subject to the provisions of the Warrant and this Agreement, including without limitationa Warrant, subsection 3.3.5when countersigned by the Warrant Agent (if in the form of a physical certificate), a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate definitive warrant certificate evidencing the Warrants to be exercised, or, in the case of a BookWarrant represented by a book-Entry Warrant Certificateentry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) Class A Shares any shares of Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate definitive warrant certificate or, in the case of a Book-Entry Warrant CertificateWarrant, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) the payment in full of the Warrant Price for each Class A Share full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Class A Shares shares of Common Stock and the issuance of such Class A Sharesshares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or good bank draft or good certified check payable to the order Warrant Agent; provided that the Company has an effective and current Registration Statement covering the shares of Common Stock issuable upon exercise of the Warrant Agent or by wire transfer Warrants and a current Prospectus relating to such shares of immediately available fundsCommon Stock; (b) in the event of a redemption pursuant to Section 6 6.1 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of Class A Shares shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of Class A Shares shares of Common Stock underlying the Warrants, multiplied by the excess of the “Redemption Fair Market Value”, ,” as defined in this subsection 3.3.1(b), over the Warrant Price by (y) the Redemption Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.3, the The “Redemption Fair Market Value” shall mean the average reported closing price VWAP (as defined below) of the Class A Shares shares of Common Stock for the ten (10) trading days ending on on, and including, the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof; . “VWAP” per share of Common Stock on any trading day means the per share volume weighted average price as displayed under the heading Bloomberg VWAP on Bloomberg (or, if Bloomberg ceases to publish such price, any successor service reasonably chosen by the company) page “VAP” (or its equivalent successor if such page is not available) in respect of the period from the open of trading on the relevant trading day until the close of trading on such trading day (or if such volume-weighted average price is unavailable, the market price of one share of Common Stock on such trading day determined, using a volume weighted average method, by an independent financial advisor retained for such purpose by the Company). “VWAP” for a period of multiple trading days means the volume-weighted average of the respective VWAPs for the trading days in such period.

Payment. Subject to the provisions of the Warrant and this Agreement, including without limitation, subsection 3.3.5, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) Class A Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) payment in full of the Warrant Price for each Class A Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Class A Shares and the issuance of such Class A Shares, as follows: (a) in lawful money of the United States, in good bank draft or good certified check or wire payable to the order of the Warrant Agent or by wire transfer of immediately available funds; (b) in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) Board has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of Class A Shares equal to the quotient obtained by dividing (x) the product of the number of Class A Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(b), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.3, the “Fair Market Value” shall mean the average reported closing price of the Class A Shares for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof; or

Payment. Subject to the provisions of the Warrant and this Agreement, including without limitation, subsection 3.3.5, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) Class A Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) payment in full of the Warrant Price for each Class A Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Class A Shares and the issuance of such Class A Shares, as follows: (a) in lawful money of the United States, in good bank draft or good certified check payable to the order of the Warrant Agent or by wire transfer of immediately available funds; (b) in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) Board has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of Class A Shares equal to the quotient obtained by dividing (x) the product of the number of Class A Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value”, ,” as defined in this subsection 3.3.1(b), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.3, the “Fair Market Value” shall mean the average reported closing price of the Class A Shares for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof; or

Payment. Subject to the provisions of the Warrant and this Agreement, including without limitation, subsection 3.3.5, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) Class A Shares shares of Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) payment in full of the Warrant Price for each Class A Share share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Class A Shares shares of Common Stock and the issuance of such Class A Sharesshares of Common Stock, as follows: (a) in lawful money of the United States, in good bank draft or good certified check payable to the order of the Warrant Agent or by wire transfer of immediately available funds; (b) in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of Class A Shares shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of Class A Shares shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(b), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.3, the “Fair Market Value” shall mean the average reported closing price of the Class A Shares shares of Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof; or

Payment. Subject to the provisions of the Warrant and this Agreement, including without limitation, subsection 3.3.5., a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) Class A Ordinary Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) payment in full of the Warrant Price for each Class A Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Class A Ordinary Shares and the issuance of such Class A Ordinary Shares, as follows: (a) in lawful money of the United States, in good certified check or good bank draft or good certified check payable to the order of the Warrant Agent or by wire transfer of immediately available funds; (b) in [Reserved]; (c) with respect to any Private Placement Warrant or Working Capital Warrant, so long as such Private Placement Warrant or Working Capital Warrant is held by the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” Sponsor, or its Permitted Transferees, by surrendering the Warrants for that number of Class A Ordinary Shares equal to (i) if in connection with a redemption of Private Placement Warrants or Working Capital Warrants pursuant to Section 6.2 hereof, as provided in Section 6.2 hereof with respect to a Make-Whole Exercise (as defined below) and (ii) in all other scenarios, the quotient obtained by dividing (x) the product of the number of Class A Ordinary Shares underlying the Warrants, multiplied by the excess of the “Sponsor Exercise Fair Market Value”, ” (as defined in this subsection 3.3.1(b3.3.1(c)), over the Warrant Price by (y) the Sponsor Exercise Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.33.3.1(c), the “Sponsor Exercise Fair Market Value” shall mean the average last reported closing sale price of the Class A Ordinary Shares for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption exercise of the Private Placement Warrant or Working Capital Warrant is sent to the holders of the Warrants, pursuant to Section 6 hereof; orWarrant Agent;

Payment. Subject to the provisions of the Warrant and this Agreement, including without limitation, limitation subsection 3.3.5, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) Class A Shares shares of Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) payment in full of the Warrant Price for each Class A Share full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Class A Shares shares of Common Stock and the issuance of such Class A Sharesshares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or good bank draft or good certified check payable to the order of the Warrant Agent or by wire transfer of immediately available funds; (b) in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of Class A Shares shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of Class A Shares shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(b), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.3, the “Fair Market Value” shall mean the average reported closing price of the Class A Shares Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof; or;

Payment. Subject to the provisions of the Warrant and this Agreement, including without limitationa Warrant, subsection 3.3.5when countersigned by the Warrant Agent, a Warrant may be exercised by the Registered Holder thereof by delivering to surrendering it, at the Warrant Agent at its corporate trust department office designated for such purpose, (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a BookWarrant in book-Entry Warrant Certificateentry form, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary DTC to an account of the Warrant Agent at the Depositary DTC designated for such purposes in writing by the Warrant Agent to the Depositary DTC from time to time, (ii) an election to purchase (“Election to Purchase”as set forth on the Warrant ) Class A any DCFC Ordinary Shares pursuant to the exercise of a Warrant, properly completed and duly executed by the Registered Holder on the reverse of the Definitive Warrant Certificate accompanied by a signature guarantee or, in the case of a BookWarrant in book-Entry Warrant Certificateentry form, properly delivered by the Participant in accordance with the DepositaryDTC’s procedures, and (iii) the payment in full of the Warrant Price for each Class A full DCFC Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Class A DCFC Ordinary Shares and the issuance of such Class A DCFC Ordinary Shares, as follows: (a) in lawful money of the United States, in good certified check or good bank draft or good certified check payable to the order of the Warrant Agent or by wire transfer of immediately available fundsAgent; (b) in the event of [reserved]; (c) with respect to any Private Placement Warrant, so long as such Private Placement Warrant is held by a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on Purchaser or a “cashless basis,” Permitted Transferee, by surrendering the Warrants for that number of Class A DCFC Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of Class A DCFC Ordinary Shares underlying the Warrants, multiplied by the excess of difference between the Warrant Price and the “Fair Market Value”, as defined in this subsection 3.3.1(b3.3.1(c), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.33.3.1(c), the “Fair Market Value” shall mean the average reported closing last sale price of the Class A DCFC Ordinary Shares for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption exercise of the Private Placement Warrant is sent to the holders of the Warrants, pursuant Warrant Agent; (d) as provided in Section 6.2 hereof with respect to Section 6 hereofa Make-Whole Exercise; or (e) as provided in Section 7.4 hereof.

Payment. Subject to the provisions of the Warrant and this Agreement, including without limitation, subsection 3.3.5, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) Class A Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) payment in full of the Warrant Price for each Class A Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Class A Shares and the issuance of such Class A Shares, as follows: (a) in lawful money of the United States, in good bank draft or good certified check payable to the order of the Warrant Agent or by wire transfer of immediately available funds; (b) in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) Board has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of Class A Shares equal to the quotient obtained by dividing (x) the product of the number of Class A Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(b), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.3, the “Fair Market Value” shall mean the average reported closing price of the Class A Shares for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof; or

Payment. Subject to the provisions of the Warrant and this Agreement, including including, without limitation, subsection Subsection 3.3.5, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) Class A Ordinary Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) payment in full of the Warrant Price for each Class A Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Class A Ordinary Shares and the issuance of such Class A Ordinary Shares, as follows: (a) in lawful money of the United States, in good certified check or good bank draft or good certified check payable to the order of the Warrant Agent or by wire transfer of immediately available funds; (b) in [Reserved]; (c) with respect to any Private Placement Warrant or Working Capital Warrant, so long as such Private Placement Warrant or Working Capital Warrant is held by the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” Sponsor or its Permitted Transferees, by surrendering the Warrants for that number of Class A Ordinary Shares equal to (i) if in connection with a redemption of Private Placement Warrants or Working Capital Warrants pursuant to Section 6.2 hereof, as provided in Section 6.2 hereof with respect to a Make-Whole Exercise (as defined below) and (ii) in all other scenarios, the quotient obtained by dividing (x) the product of the number of Class A Ordinary Shares underlying the Warrants, multiplied by the excess of the “Sponsor Exercise Fair Market Value”, ” (as defined in this subsection 3.3.1(b3.3.1(c)), over the Warrant Price by (y) the Sponsor Exercise Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.33.3.1(c), the “Sponsor Exercise Fair Market Value” shall mean the average last reported closing sale price of the Class A Ordinary Shares for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption exercise of the Private Placement Warrant or Working Capital Warrant is sent to the holders of the Warrants, pursuant to Section 6 hereof; orWarrant Agent;

Payment. Subject to the provisions of the Warrant and this Agreement, including without limitation, subsection 3.3.5, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) Class A Shares shares of Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) payment in full of the Warrant Price for each Class A Share full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Class A Shares shares of Common Stock and the issuance of such Class A Sharesshares of Common Stock, as follows: (a) in lawful money of the United States, in good bank draft or good certified check or wire payable to the order of the Warrant Agent or by wire transfer of immediately available funds; (b) in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) Board has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of Class A Shares shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of Class A Shares shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(b), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.3, the “Fair Market Value” shall mean the average reported closing price of the Class A Shares Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof; or;

Payment. Subject to (a) At the provisions of Closing, CEH LLC shall cause the Warrant Reorganized Company and this Agreement, including without limitation, subsection 3.3.5, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Exchange Agent at its corporate trust department to: (i) subject to Section 3.8(c), with respect to each Bondholder holding Sub Debt Claims in respect of which a Cash Election was made, upon receipt by the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case Voting Agent of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing properly completed and duly executed Election Form and duly executed Form W-9 by the Warrant Plan Voting Deadline, and, with respect to each Bondholder holding Sub Debt Claims in respect of which a Cash Election was deemed to have been made, (x) upon receipt by the Voting Agent of a properly completed and duly executed Election Form and duly executed Form W-9 prior to the Depositary from time Closing or (y) upon receipt by the Exchange Agent of a properly completed and duly executed Letter of Transmittal and duly executed Form W-9, pay to time, such Bondholder an amount equal to such Bondholder's Sub Debt Cash Consideration; and (ii) subject to Section 3.8(c), (x) with respect to each Bondholder holding Sub Debt Claims in respect of which an election to purchase (“Equity Election to Purchase”) Class A Shares pursuant to was validly made, upon receipt by the exercise Voting Agent of a Warrant, properly completed and duly executed Election Form, a duly executed Trust Accession Instrument, and a duly executed Form W-9 by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s proceduresPlan Voting Deadline, and (y) with respect to each Bondholder holding Sub Debt Claims in respect of which an Equity Election was deemed to have been made, upon, as applicable, (A) receipt by the Voting Agent of a properly completed and duly executed Election Form, a duly executed Trust Accession Instrument, and a duly executed Form W-9 or (B) to the extent not previously received by the Voting Agent, receipt by the Exchange Agent of a properly completed and duly executed Letter of Transmittal, a duly executed Trust Accession Instrument, and a duly executed Form W-9, issue to Bondholder Trust, on behalf of such Bondholder, a number of Class A Units equal to such Bondholder's Estimated Sub Debt LLC Units (and promptly thereafter Bondholder Trust will issue a like number of Bondholder Trust Interests to such Bondholder); and (iii) payment in full of the Warrant Price subject to Section 3.8(c), with respect to each Person who has validly subscribed for each Cash-Out Class A Share as Units and/or Make-Up Class A Units and who has paid to which the Warrant is exercised and any and all applicable taxes due Exchange Agent the amounts required in connection with therewith as set forth in Section 2.2(e), (x) if such Person is an Eligible Bondholder, upon receipt by the exercise Voting Agent of a properly completed and duly executed Election Form, a duly executed Trust Accession Instrument, and a duly executed Form W-9, or (y) if such Person is a Pinnacle Equity Sponsor, upon receipt by the WarrantExchange Agent of an executed Trust Accession Instrument, the exchange issue to Bondholder Trust, on behalf of the Warrant for the such Person, a number of Class A Shares Units equal to such Person's Estimated Cash-Out LLC Units and the issuance Make-Up LLC Units (and promptly thereafter Bondholder Trust will issue a like number of Bondholder Trust Interests to such Class A Shares, as follows: (a) in lawful money of the United States, in good bank draft or good certified check payable to the order of the Warrant Agent or by wire transfer of immediately available funds;Person). (b) Promptly after the Closing, CEH LLC shall cause the Reorganized Company and the Exchange Agent to give notice of the Closing to each Bondholder (either directly or through such Bondholder's Holder Representative) (i) that was deemed to have made an Equity Election under Section 2.1(d) and that did not deliver to the Voting Agent a duly executed Trust Accession Instrument, a duly executed Form W-9, and a properly completed and duly executed Election Form and/or (ii) that was deemed to have made a Cash Election and that did not deliver to the Exchange Agent a properly completed and duly executed Letter of Transmittal and duly executed Form W-9. Such notice shall (x) inform such Bondholders that were deemed to have made a Cash Election with respect to all or any portion of their Sub Debt Claims that, in order to obtain the event funds payable in respect of such deemed Cash Election, they must deliver to the Exchange Agent a redemption properly completed and duly executed Letter of Transmittal and duly executed Form W-9 and (y) inform such Bondholders that were deemed to have made an Equity Election with respect to any portion of their Sub Debt Claims of the amount of Sub Debt Claims with respect to which they have been deemed to have made an Equity Election and that, in order to obtain the Bondholder Trust Interests in respect of such deemed Equity Election, they must deliver to the Exchange Agent a duly executed Trust Accession Instrument, a duly executed Form W-9, and, if such Bondholder did not deliver to the Voting Agent a properly completed and duly executed Election Form, a properly completed and duly executed Letter of Transmittal. (c) Notwithstanding anything to the contrary contained herein, CEH LLC shall not be obligated to cause the Reorganized Company and the Exchange Agent to pay to any Bondholder any Sub Debt Cash Consideration or issue to Bondholder Trust in respect of any Bondholder any Estimated Sub Debt LLC Units unless the Voting Agent or the Exchange Agent, as the case may be, shall have received from DTC an Agent's Message as to such Bondholder. (d) With respect to dividends or other distributions declared by CEH LLC on Class A Units, the record date for which is at or after the Closing (an "Applicable Dividend"), all Class A Units to be issued pursuant to this Section 3.8 shall be deemed issued and outstanding as of the Closing and whenever such a dividend or other distribution is declared by CEH LLC, that declaration shall include dividends or other distributions in respect of Class A Units issuable pursuant to this Section 3.8; provided, that dividends or other distributions declared or made in respect of Class A Units issuable pursuant to this Section 3.8 shall not be paid to Bondholder Trust until such units have been issued to Bondholder Trust as specified in Section 3.8(a). With respect to any Applicable Dividend declared in respect of any Class A Units which are issued pursuant to Section 6 hereof in which 3.8 subsequent to the Company’s board of directors (the “Board”) has elected declared distribution date for such Applicable Dividend, CEH LLC shall pay such Applicable Dividend to require all holders Bondholder Trust on behalf of the Warrants to exercise Person for whose account such Warrants on a “cashless basis,” by surrendering the Warrants for that number of Class A Shares equal to the quotient obtained by dividing Units were issued promptly following such issuance. (xe) the product Each of the number Reorganized Company and CEH LLC shall be entitled to deduct and withhold from the cash consideration otherwise payable to any Bondholder pursuant to this Article III any amounts as they are required to deduct and withhold with respect to payment under any provision of Class A Shares underlying federal, state or local income Tax law. If the Warrants, multiplied by the excess of the “Fair Market Value”Reorganized Company or CEH LLC, as defined in this subsection 3.3.1(b)the case may be, over the Warrant Price by (y) the Fair Market Value. Solely so withholds amounts, such amounts shall be treated for all purposes of this subsection 3.3.1(bAgreement as having been paid to the Bondholders in respect of which the Reorganized Company or CEH LLC, as the case may be, made such deduction or withholding. No interest shall accrue or be paid on any cash payable in respect of the Sub Debt Claims. (f) and Section 6.3The Exchange Agent shall, within five Business Days after the date that is one year after the Closing Date, return to the Reorganized Company any portion of the cash and/or LLC Units remaining to be paid or distributed to Bondholders who have not yet delivered or caused to be delivered (i) Election Forms, the “Fair Market Value” shall mean related Agent's Messages, Trust Accession Instruments and/or Form W-9's (as applicable) to the average reported closing price Voting Agent, or (ii) Letters of Transmittal, the Class A Shares related Agent's Messages, Trust Accession Instruments and/or Form W-9's (as applicable) to the Exchange Agent, as the case may be. Any Bondholders will thereafter be entitled to look only to the Reorganized Company for satisfaction of their claims for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrantsconsideration set forth in this Section 3.8, pursuant to Section 6 hereof; orwithout interest.

Payment. Subject to the provisions of the Warrant and this Agreement, including without limitationa Warrant, subsection 3.3.5when countersigned by the Warrant Agent, a Warrant may be exercised by the Registered Holder thereof by delivering to surrendering it, at the office of the Warrant Agent Agent, or at the office of its corporate trust department successor as Warrant Agent, in the Borough of Manhattan, City and State of New York (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a BookWarrant represented by a book-Entry Warrant Certificateentry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time), (ii) an election to purchase (“Election to Purchase”) Class A Shares pursuant to with the exercise of a subscription form, as set forth in the Warrant, properly completed and duly executed by the Registered Holder on the reverse of the Definitive Warrant Certificate (or, in the case of a BookWarrant represented by a book-Entry Warrant Certificateentry, properly delivered by the Participant in accordance with the Depositary’s procedures), and (iii) payment by paying in full of the Warrant Price for each Class A full Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Class A Ordinary Shares and the issuance of such Class A Ordinary Shares, as follows: (a) in lawful money of the United States, in good certified check or good bank draft or good certified check payable to the order of the Warrant Agent or by wire transfer of immediately available funds; (b) in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of Class A Ordinary Shares per Warrant equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of Class A Ordinary Shares underlying the Warrantssuch Warrant, multiplied by the excess of the “Fair Market Value”, ” (as defined in this subsection 3.3.1(b), ) over the Warrant Price by (y) the Fair Market ValueValue and (B) 0.365 Ordinary Shares per Warrant (subject to adjustment). Solely for purposes of this subsection 3.3.1(b) ), Section 6.2 and Section 6.36.4, the “Fair Market Value” shall mean the average last reported closing sale price of the Class A Ordinary Shares for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof; or;

Payment. Subject to the provisions of the Warrant and this Agreement, including without limitationa Warrant, subsection 3.3.5when countersigned by the Warrant Agent (if in the form of a physical certificate), a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department trust (i) the Definitive Warrant Certificate definitive warrant certificate evidencing the Warrants to be exercised, or, in the case of a BookWarrant represented by a book-Entry Warrant Certificateentry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) Class A Shares any shares of Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate definitive warrant certificate or, in the case of a Book-Entry Warrant CertificateWarrant, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) the payment in full of the Warrant Price for each Class A Share full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Class A Shares shares of Common Stock and the issuance of such Class A Sharesshares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or good bank draft or good certified check payable to the order of the Warrant Agent or by wire transfer of immediately available fundsAgent; (b) in the event of a redemption pursuant to Section 6 6.1 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of Class A Shares shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of Class A Shares shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value”, ,” as defined in this subsection 3.3.1(b), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) ), Section 6.1 and Section 6.36.4, the “Fair Market Value” shall mean the average last reported closing sale price of the Class A Shares shares of Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof; or;

Payment. Subject to the provisions of the Warrant and this Agreement, including without limitation, subsection 3.3.5, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department office designated for such purpose (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a BookWarrant represented by a book-Entry Warrant Certificateentry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary DTC to an account of the Warrant Agent at the Depositary DTC designated for such purposes in writing by the Warrant Agent to the Depositary DTC from time to time, (ii) an election to purchase (“Election to Purchase”) any ReNew Global Class A Ordinary Shares pursuant to the exercise of a Warrant, properly completed and duly executed by the Registered Holder on the reverse of the Definitive Warrant Certificate accompanied by a signature guarantee or, in the case of a Book-Entry Warrant CertificateWarrant, properly delivered by the Participant in accordance with the DepositaryDTC’s procedures, and (iii) the payment in full of the Warrant Price for each ReNew Global Class A Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the ReNew Global Class A Ordinary Shares and the issuance of such ReNew Global Class A Ordinary Shares, as follows: (a) in lawful money of the United States, in good certified check or good bank draft or good certified check payable to the order of the Warrant Agent or by wire transfer of immediately available fundsAgent; (b) in the event of [reserved]; (c) with respect to any Private Placement Warrant, so long as such Private Placement Warrant is held by RMG II Sponsor or a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” Permitted Transferee, by surrendering the Warrants for that number of ReNew Global Class A Ordinary Shares equal to (i) if in connection with a redemption of Private Placement Warrants pursuant to Section 6.2 hereof, as provided in Section 6.2 hereof with respect to a Make-Whole Exercise and (ii) in all other scenarios the quotient obtained by dividing (x) the product of the number of ReNew Global Class A Ordinary Shares underlying the Warrants, multiplied by the excess of the “Sponsor Exercise Fair Market Value”, ” (as defined in this subsection 3.3.1(b3.3.1(c), over ) less the Warrant Price by (y) the RMG II Sponsor Exercise Fair Market Value, subject to payment (or the giving of an undertaking to make payment) of the nominal value (being US$0.0001 per share as at the date of this Agreement) per Renew Global Class A Ordinary Share. Solely for purposes of this subsection 3.3.1(b) and Section 6.33.3.1(c), the “Sponsor Fair Market Value” shall mean the average last reported closing sale price of the ReNew Global Class A Ordinary Shares for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which the notice of redemption exercise of the Private Placement Warrant is sent to the holders of the Warrants, pursuant to Section 6 hereof; orWarrant Agent;

Payment. Subject to the provisions of the Warrant and this Agreement, including without limitation, subsection 3.3.5, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) Class A Shares shares of Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) payment in full of the Warrant Price for each Class A Share full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Class A Shares shares of Common Stock and the issuance of such Class A Sharesshares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or good bank draft or good certified check payable to the order of the Warrant Agent or by wire transfer of immediately available funds; (b) in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of Class A Shares shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of Class A Shares shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(b), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.3, the “Fair Market Value” shall mean the average last reported closing sale price of the Class A Shares Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof; or;

Payment. Subject to the provisions of the Warrant and this Agreement, including without limitationa Warrant, subsection 3.3.5when countersigned by the Warrant Agent (if in the form of a physical certificate), a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Warrant represented by a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) Class A any Ordinary Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant CertificateWarrant, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) the payment in full of the Warrant Price for each Class A full Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Class A Ordinary Shares and the issuance of such Class A Ordinary Shares, as follows: (a) in lawful money of the United States, in by certified check or good bank draft or good certified check payable to the order of the Warrant Agent or by wire transfer Agent; provided that the Company has an effective and current Registration Statement covering the Ordinary Shares issuable upon exercise of immediately available fundsthe Warrants and a current Prospectus relating to such Ordinary Shares; (b) in the event of a redemption pursuant to Section 6 6.2 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of Class A Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of Class A Ordinary Shares underlying the Warrants, multiplied by the excess of the “Redemption Fair Market Value”, ,” as defined in this subsection 3.3.1(b), over the Warrant Price by (y) the Redemption Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.3, the The “Redemption Fair Market Value” shall mean the average reported closing price VWAP (as defined below) of the Class A Ordinary Shares for the ten (10) trading days ending on on, and including, the third trading day prior to the date on which the notice of redemption exercise is sent to received by the holders of the WarrantsWarrant Agent, pursuant to Section 6 hereof; . “VWAP” per share of Ordinary Shares on any trading day means the per share volume weighted average price as displayed under the heading Bloomberg VWAP on Bloomberg (or, if Bloomberg ceases to publish such price, any successor service reasonably chosen by the company) page “VAP” (or its equivalent successor if such page is not available) in respect of the period from the open of trading on the relevant trading day until the close of trading on such trading day (or if such volume weighted average price is unavailable, the market price of one Ordinary Share on such trading day determined, using a volume weighted average method, by an independent financial advisor of recognized national standing retained for such purpose by the Company). “VWAP” for a period of multiple trading days means the volume weighted average of the respective VWAPs for the trading days in such period;

Payment. Subject to the provisions of the Warrant and this Agreement, including without limitation, subsection 3.3.5, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) Class A Shares shares of Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) the payment in full of the Warrant Price for each Class A Share share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Class A Shares shares of Common Stock and the issuance of such Class A Sharesshares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or good bank draft or good certified check payable to the order of the Warrant Agent or by wire transfer of immediately available funds; (b) in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of Class A Shares shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of Class A Shares shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(b), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.3, the “Fair Market Value” shall mean the average last reported closing sale price of the Class A Shares Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof; or;

Payment. Subject to the provisions of the Warrant and this Agreement, including without limitation, subsection 3.3.5, a Warrant may be exercised by the Registered Holder registered holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) Class A Ordinary Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder registered holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) payment in full of the Warrant Price for each Class A Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Class A Ordinary Shares and the issuance of such Class A Ordinary Shares, as follows: (a) in lawful money of the United States, in by good certified check or good bank draft or good certified check payable to the order of the Warrant Agent Agent, or by wire transfer of immediately available funds;; or (b) in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) management has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of Class A Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of Class A Ordinary Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as ” (defined in this subsection 3.3.1(b), below) over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection Section 3.3.1(b) and Section 6.3), the “Fair Market Value” shall mean the average last reported closing sale price of the Class A Ordinary Shares for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, Warrants pursuant to Section 6 hereof; or;

Payment. Subject to the provisions of the Warrant and this Agreement, including without limitation, subsection 3.3.5, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) Class A Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) payment in full of the Warrant Price for each Class A Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Class A Shares and the issuance of such Class A Shares, as follows: (a) in lawful money of the United States, in good bank draft or good certified check payable to the order of the Warrant Agent or by wire transfer of immediately available funds; (b) in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) Board has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of Class A Shares equal to the quotient obtained by dividing (x) the product of the number of Class A Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(b), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.3, the “Fair Market Value” shall mean the average reported closing price of the Class A Shares for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof; or

Payment. Subject to the provisions of the Warrant and this Agreement, including without limitation, subsection 3.3.5, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) Class A shares of Ordinary Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) payment in full of the Warrant Price for each Class A Share full share of Ordinary Shares as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Class A shares of Ordinary Shares and the issuance of such Class A shares of Ordinary Shares, as follows: (a) in lawful money of the United States, in good certified check or good bank draft or good certified check payable to the order of the Warrant Agent or by wire transfer of immediately available funds; (b) in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) Board has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of Class A Shares ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A shares of Ordinary Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as Value (defined in this subsection 3.3.1(b), below) over the Warrant Price by (y) the Fair Market Value. Solely solely for purposes of this subsection Section 3.3.1(b) and Section 6.3, the “Fair Market Value” ”, shall mean the average reported closing last sale price of the Class A Ordinary Shares for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, Warrants pursuant to Section 6 hereof; or (c) the definition as provided in Section 7.4 hereof.

Payment. Subject to the provisions of the Warrant and this Agreement, including without limitation, subsection 3.3.5, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) any Class A Ordinary Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) the payment in full of the Warrant Price for each Class A Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Class A Ordinary Shares and the issuance of such Class A Ordinary Shares, as follows: (a) in lawful money of the United States, in good certified check or good bank draft or good certified check payable to the order of the Warrant Agent or by wire transfer of immediately available funds; (b) in the event of a redemption pursuant to Section 6 hereof 6.1 in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” ”, by surrendering the Warrants for that number of Class A Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of Class A Ordinary Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(b), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.3, the “Fair Market Value” shall mean the average last reported closing sale price of the Class A Ordinary Shares for the ten (10) 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of Warrants (“Redemption Fair Market Value”) over the Warrant Price by (y) the Redemption Fair Market Value; (c) with respect to any Private Placement Warrant, by surrendering the Warrants for that number of Class A Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of Class A Ordinary Shares underlying the Warrants, pursuant multiplied by the excess of the average last reported sale price of the Class A Ordinary Shares for the 10 trading days ending on the third trading day prior to Section 6 hereofthe date on which notice of exercise of the Warrant is sent to the Warrant Agent (“Sponsor Fair Market Value”) over the Warrant Price by (y) the Sponsor Fair Market Value; (d) [Reserved]; or (e) as provided in Section 7.4 hereof.

Payment. Subject (a) At the Closing, CEH LLC shall cause the Reorganized Company and the Exchange Agent to: (i) with respect to each Bondholder holding Sub Debt in respect of which a Cash Election was made (or deemed to have been made), upon receipt by the Exchange Agent of a completed and duly executed Letter of Transmittal, pay to such Bondholder an amount equal to such Bondholder's Sub Debt Cash Consideration; and (ii) with respect to each Bondholder holding Sub Debt in respect of which an Equity Election was validly made (or deemed to have been made) and who has delivered to the provisions Voting Agent (pursuant to Section 2.1(b)) or the Exchange Agent a duly executed Trust Accession Instrument, issue to Bondholder Trust, on behalf of such Bondholder, upon receipt by the Exchange Agent of a completed and duly executed Letter of Transmittal, a number of Class A Units equal to such Bondholder's Estimated Sub Debt LLC Units (and promptly thereafter Bondholder Trust will issue a like number of units of beneficial interest in Bondholder Trust to such Bondholder); and (iii) with respect to each Person who has validly subscribed for Cash-Out Class A Units and/or Make-Up Class A Units and who has delivered to the Voting Agent (pursuant to Section 2.1(b)) or the Exchange Agent a duly executed Trust Accession Instrument, issue to Bondholder Trust, on behalf of such Person a number of Class A Units equal to such Person's Estimated Cash-Out LLC Units and Make-Up LLC Units (and promptly thereafter Bondholder Trust will issue a like number of units of beneficial interest in Bondholder Trust to such Person). (b) Promptly after the Closing, CEH LLC shall cause the Reorganized Company and the Exchange Agent to give notice of the Warrant and this AgreementClosing to the Bondholders (either directly or through their respective Holder Representatives). Such notice, including without limitationwhich shall include a Letter of Transmittal, subsection 3.3.5, a Warrant shall (i) inform the Bondholders that they may be exercised receive the consideration due to them with respect to the Equity Election or Cash Election previously made by the Registered Holder thereof them by delivering to the Warrant Exchange Agent at its corporate trust department (ix) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case a completed and duly executed Letter of a Book-Entry Warrant Certificate, the Warrants to be exercised Transmittal together with any certificates representing Sub Debt held by such Bondholder (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time extent any certificates representing Sub Debt have been issued) and (y) a Trust Accession Instrument (if not already provided to time, the Voting Agent or the Exchange Agent) with respect to any Equity Election or deemed Equity Election under Section 2.1(d) and (ii) an election to purchase (“Election to Purchase”) Class A Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) payment in full of the Warrant Price for each Class A Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Class A Shares and the issuance of such Class A Shares, as follows: (a) in lawful money of the United States, in good bank draft or good certified check payable to the order of the Warrant Agent or by wire transfer of immediately available funds; (b) in the event of a redemption deemed Equity Election under Section 2.1(d), inform Bondholders making a Cash Election of the amount of Sub Debt with respect to which they have been deemed to have made an Equity Election and that in order to obtain the consideration due to them with respect to such deemed Equity Election they must deliver to the Exchange Agent a duly executed Trust Accession Instrument. (c) With respect to dividends or other distributions declared by CEH LLC on Class A Units, the record date for which is at or after the Closing (an "Applicable Dividend"), all Class A Units to be issued pursuant to this Section 3.8 shall be deemed issued and outstanding as of the Closing and whenever such a dividend or other distribution is declared by CEH LLC, that declaration shall include dividends or other distributions in respect of Class A Units issuable pursuant to this Section 3.8; provided, that dividends or other distributions declared or made in respect of Class A Units issuable pursuant to this Section 3.8 shall not be paid to Bondholder Trust until such units have been issued to Bondholder Trust as specified in Section 3.8(a). With respect to any Applicable Dividend declared in respect of any Class A Units which are issued pursuant to Section 6 hereof in which 3.8 subsequent to the Company’s board of directors (the “Board”) has elected declared distribution date for such Applicable Dividend, CEH LLC shall pay such Applicable Dividend to require all holders Bondholder Trust on behalf of the Warrants to exercise Person for whose account such Warrants on a “cashless basis,” by surrendering the Warrants for that number of Class A Shares equal to the quotient obtained by dividing Units were issued promptly following such issuance. (xd) the product Each of the number Reorganized Company and CEH LLC shall be entitled to deduct and withhold from the cash consideration otherwise payable to any Bondholder pursuant to this Article III any amounts as they are required to deduct and withhold with respect to payment under any provision of Class A Shares underlying federal, state or local income Tax law. If the Warrants, multiplied by the excess of the “Fair Market Value”Reorganized Company or CEH LLC, as defined in this subsection 3.3.1(b)the case may be, over the Warrant Price by (y) the Fair Market Value. Solely so withholds amounts, such amounts shall be treated for all purposes of this subsection 3.3.1(b) and Section 6.3Agreement as having been paid to the Bondholders in respect of which the Reorganized Company or CEH LLC, as the “Fair Market Value” case may be, made such deduction or withholding. No interest shall mean the average reported closing price accrue or be paid on any cash payable in respect of the Class A Shares Sub Debt. (e) The Exchange Agent shall, within five Business Days after the date that is one year after the Closing Date, return to the Reorganized Company any portion of the cash and/or LLC Units remaining to be paid or distributed to Bondholders who have not yet delivered Letters of Transmittal to the Exchange Agent. Any Bondholders will thereafter be entitled to look only to the Reorganized Company for satisfaction of their claims for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrantsconsideration set forth in this Section 3.8, pursuant to Section 6 hereof; orwithout interest.

Payment. Subject to the provisions of the Warrant and this Agreement, including without limitation, subsection 3.3.5, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) Class A Shares Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) payment in full of the Warrant Price for each share of Class A Share Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Class A Shares Common Stock and the issuance of such Class A SharesCommon Stock, as follows: (a) in lawful money of the United States, in good bank draft or good certified check payable to the order of the Warrant Agent or by wire transfer of immediately available funds; (b) in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Class A Shares Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A Shares Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(b), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.3, the “Fair Market Value” shall mean the average reported closing price of the shares of Class A Shares Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof; or

Payment. Subject (a) Prior to the provisions Effective Time, Parent shall enter into an agreement (in a form reasonably acceptable to the Company) with a paying agent selected by Parent and reasonably acceptable to the Company (the “Paying Agent”) for the payment and delivery of the Warrant and Merger Consideration to stockholders of the Company as provided in this Article II. Prior to the Effective Time, Parent shall deposit (or cause to be deposited) with the Paying Agent cash in an amount sufficient to make all payments pursuant to this Article II (such cash being hereinafter referred to as the “Payment Fund”). The Payment Fund shall not be used for any purpose other than to fund payments due pursuant to this Article II, except as provided in this Agreement. The Surviving Corporation shall pay all charges and expenses, including without limitationthose of the Paying Agent, subsection 3.3.5incurred by it in connection with the exchange of Shares for the Merger Consideration and other amounts contemplated by this Article II. (b) Promptly after the Effective Time and in any event not later than the second Business Day following the Effective Time, a Warrant may be exercised by the Registered Holder thereof by delivering Surviving Corporation shall cause the Paying Agent to mail to each holder of record of an outstanding certificate or outstanding certificates (“Certificates”) that immediately prior to the Warrant Agent at its corporate trust department Effective Time represented outstanding Shares that were converted into the right to receive the Merger Consideration with respect thereto pursuant to Section 2.1(a), (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Definitive Warrant Certificates held by such Person shall pass, only upon proper delivery of the Certificates to the Paying Agent) and (ii) instructions for use in effecting the surrender of such Certificates in exchange for the Merger Consideration payable with respect thereto pursuant to Section 2.1(a). Upon surrender of a Certificate evidencing to the Warrants Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented by such Certificate, and the Certificate so surrendered shall forthwith be canceled. Promptly after the Effective Time and in any event not later than the second Business Day following the Effective Time, the Paying Agent shall issue and deliver to each holder of uncertificated Shares represented by book entry (“Book-Entry Shares”) a check or wire transfer for the amount of cash that such holder is entitled to receive pursuant to Section 2.1(a) in respect of such Book-Entry Shares, without such holder being required to deliver a Certificate or an executed letter of transmittal, “agent’s message” or other documents to the Paying Agent, and such Book-Entry Shares shall then be canceled. No interest will be paid or accrued for the benefit of holders of Certificates or Book-Entry Shares on the Merger Consideration payable in respect of Certificates of Book-Entry Shares. (c) If payment of the Merger Consideration is to be exercisedmade to a Person other than the Person in whose name the surrendered Certificate or Book-Entry Share is registered, orit shall be a condition of payment that (i) such Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer or such Book-Entry Share shall be properly transferred and (ii) the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate or Book-Entry Share surrendered or shall have established to the satisfaction of Parent that such Tax either has been paid or is not applicable. (d) Until surrendered as contemplated by this Section 2.3, each Certificate or Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration payable in respect of Shares theretofore represented by such Certificate or Book-Entry Shares, as applicable, pursuant to Section 2.1(a), without any interest thereon. (e) Prior to the Effective Time, Parent and the Company shall cooperate to establish procedures with the Paying Agent and the Depository Trust Company (“DTC”) to ensure that (i) if the Closing occurs at or prior to 11:30 a.m. (Eastern time) on the Closing Date, the Paying Agent will transmit to DTC or its nominees on the Closing Date an amount in cash in immediately available funds equal to the number of Shares held of record by DTC or such nominee immediately prior to the Effective Time multiplied by the Merger Consideration (such amount, the “DTC Payment”), and (ii) if the Closing occurs after 11:30 a.m. (Eastern time) on the Closing Date, the Paying Agent will transmit to DTC or its nominee on the first Business Day after the Closing Date an amount in cash in immediately available funds equal to the DTC Payment. (f) All cash paid upon the surrender for exchange of Certificates or Book-Entry Shares in accordance with the terms of this Article II shall be deemed to have been paid in full satisfaction of all rights pertaining to the Shares formerly represented by such Certificates or Book-Entry Shares. At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Time. From and after the Effective Time, the holders of Certificates or Book-Entry Shares that evidenced ownership of Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares other than the right to receive the applicable Merger Consideration, subject to applicable Law in the case of a Dissenting Shares. If, after the Effective Time, Certificates are presented to the Surviving Corporation or the Paying Agent for transfer or transfer is sought for Book-Entry Warrant CertificateShares, the Warrants to be exercised (the “such Certificates or Book-Entry Warrants”) on the records of the Depositary Shares shall be canceled and exchanged as provided in this Article II, subject to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) Class A Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, applicable Law in the case of a Dissenting Shares. (g) The Paying Agent shall invest any cash included in the Payment Fund as directed by Parent; provided, that any investment of such cash shall in all events be in short-term obligations of the United States of America with maturities of no more than 30 days or guaranteed by the United States of America and backed by the full faith and credit of the United States of America or in commercial paper obligations rated A‑1 or P‑1 or better by ▇▇▇▇▇’▇ Investors Service, Inc. or Standard & Poor’s Corporation, respectively. If for any reason (including investment losses) the cash in the Payment Fund is insufficient to fully satisfy all of the payment obligations to be made in cash by the Paying Agent hereunder (but subject to Section 2.4), Parent shall promptly deposit cash into the Payment Fund in an amount that is equal to the deficiency in the amount of cash required to fully satisfy such cash payment obligations. Any interest and other income resulting from such investments shall be payable to Guarantor, Parent or the Surviving Corporation, as directed by Parent. (h) At any time following the date that is the first anniversary of the Effective Time, the Parent shall be entitled to require the Paying Agent to deliver to it or Guarantor or the Surviving Corporation any funds (including any interest received with respect thereto) that have been made available to the Paying Agent and that have not been disbursed to holders of Certificates or Book-Entry Warrant Shares, and thereafter such holders shall be entitled to look to Parent and the Surviving Corporation (subject to abandoned property, escheat or other similar laws) only as general creditors thereof with respect to the Merger Consideration payable upon due surrender of their Certificate or Book-Entry Shares. (i) If any Certificate shall have been lost, stolen or destroyed, upon the holder’s compliance with the replacement requirements established by the Paying Agent, including, if necessary or otherwise requested by Parent, the making by such Person of an indemnity against any claim that may be made against it or the Surviving Corporation with respect to such Certificate, properly delivered by the Participant Paying Agent will deliver in accordance with exchange for such lost, stolen or destroyed Certificate the Depositary’s procedures, and (iii) payment Merger Consideration payable in full of the Warrant Price for each Class A Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Class A Shares and the issuance of such Class A Shares, as follows: (a) in lawful money of the United States, in good bank draft or good certified check payable to the order of the Warrant Agent or by wire transfer of immediately available funds; (b) in the event of a redemption respect thereof pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of Class A Shares equal to the quotient obtained by dividing (x) the product of the number of Class A Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(b), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.3, the “Fair Market Value” shall mean the average reported closing price of the Class A Shares for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof; orAgreement.