Common use of Payment Clause in Contracts

Payment. Subject to the provisions of the Warrant and this Agreement, 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 in book-entry form, 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 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, 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 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 Common Stock and the issuance of such shares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or wire payable to the order of the Warrant Agent; (b) [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 Sponsor or a Permitted Transferee, by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(c), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(c), the “Fair Market Value” shall mean the average last reported sale price of the Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which notice of exercise of the Warrant is sent to the Warrant Agent;

Payment. Subject to the provisions of the Warrant and this Agreement, 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 represented in book-entry formCertificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary, 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 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 WarrantWarrant 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 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 shares of Common Stock and the issuance of such shares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or wire good bank draft payable to the order Warrant Agent or by wire of the Warrant Agentimmediately available funds; (b) [Reserved]; in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (cthe “Board”) with respect has elected to any Private Placement Warrant or Working Capital Warrant, so long as require all holders of the Warrants to exercise such Private Placement Warrant or Working Capital Warrant is held by the Sponsor or Warrants on a Permitted Transferee, “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(c), 3.3.1(b) over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(c)3.3.1(b) and Section 6.3, the “Fair Market Value” shall mean the average reported last reported sale price of the Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which the notice of exercise of the Warrant redemption is sent to the Warrant Agentholders of the Warrants, pursuant to Section 6 hereof;

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent (if in the form of a physical certificate), 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 Warrant represented in by a book-entry formentry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary, 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 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, 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 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 Common Stock and the issuance of such shares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or wire good bank draft payable to the order of the Warrant Agent; (b) [Reserved]; in the event of a redemption pursuant to Section 6.1 hereof in which the Company’s board of directors (cthe “Board”) with respect has elected to any Private Placement Warrant or Working Capital Warrant, so long as require all holders of the Warrants to exercise such Private Placement Warrant or Working Capital Warrant is held by the Sponsor or Warrants on a Permitted Transferee, “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value”, ,” as defined in this subsection 3.3.1(c3.3.1(b), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(c3.3.1(b), Section 6.1 and Section 6.4, the “Fair Market Value” shall mean the average last reported sale price of the 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 exercise of the Warrant redemption is sent to the Warrant Agentholders of the Warrants, pursuant to Section 6 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 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 represented in book-entry formCertificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary, 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 Common Stock 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 WarrantWarrant 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 full share of Common Stock 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 shares of Common Stock Ordinary Shares and the issuance of such shares of Common StockOrdinary Shares, as follows: (a) in lawful money of the United States, in by good certified check or wire good bank draft payable to the order of the Warrant Agent;, or by wire transfer of immediately available funds; or (b) [Reserved]; (c) with respect in the event of redemption pursuant to any Private Placement Warrant or Working Capital Warrant, so long as Section 6 hereof in which the Company’s management has elected to require all holders of Warrants to exercise such Private Placement Warrant or Working Capital Warrant is held by the Sponsor or Warrants on a Permitted Transferee, “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock Ordinary Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as ” (defined in this subsection 3.3.1(c), below) over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(cSection 3.3.1(b), the “Fair Market Value” shall mean the average last reported sale price of the Common Stock Ordinary Shares for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which the notice of exercise of the Warrant redemption is sent to holders of the Warrant AgentWarrants pursuant to Section 6 hereof;

Payment. Subject to the provisions of the Warrant and this Agreement, 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 in by a book-entry formentry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary, 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 Common Stock 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, 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 Common Stock 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 shares of Common Stock Ordinary Shares and the issuance of such shares of Common StockOrdinary Shares, as follows: (a) in lawful money of the United States, in good certified check or wire good bank draft payable to the order of the Warrant Agent; (b) [Reserved]; in the event of a redemption pursuant to Section 6.1 hereof in which the Company’s board of directors (cthe “Board”) with respect has elected to any Private Placement Warrant or Working Capital Warrant, so long as require all holders of the Public Warrants to exercise such Private Placement Warrant or Working Capital Warrant is held by the Sponsor or Public Warrants on a Permitted Transferee, “cashless basis,” by surrendering the Public Warrants for that number of shares of Common Stock Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock 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 3.3.1(c3.3.1(b), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(c)3.3.1(b) and Section 6.1, the “Fair Market Value” shall mean the volume-weighted average last reported sale price of the Common Stock 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 exercise of the Warrant redemption is sent to the Warrant Agentholders of the Warrants pursuant to Section 6.2 hereof;

Payment. Subject to the provisions of the Warrant and this Agreement, 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 represented in book-entry formCertificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary, 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 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 WarrantWarrant 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 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 shares of Common Stock and the issuance of such shares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or wire good bank draft payable to the order of the Warrant AgentAgent or by wire transfer of immediately available funds; (b) [Reserved]; in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (cthe “Board”) with respect has elected to any Private Placement Warrant or Working Capital Warrant, so long as require all holders of the Warrants to exercise such Private Placement Warrant or Working Capital Warrant is held by the Sponsor or Warrants on a Permitted Transferee, “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(c3.3.1(b), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(c3.3.1(b), Section 6.2 and Section 6.4, the “Fair Market Value” shall mean the average last reported sale closing price of the Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which the notice of exercise of the Warrant redemption is sent to the Warrant Agentholders of the Warrants, pursuant to Section 6 hereof;

Payment. Subject to the provisions of the Warrant and this Agreement, 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 in by a book-entry formentry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary, 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 Common Stock 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, 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 Common Stock 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 shares of Common Stock Ordinary Shares and the issuance of such shares of Common StockOrdinary Shares, as follows: (a) in lawful money of the United States, in good certified check or wire good bank draft payable to the order of the Warrant Agent; (b) [Reserved]; in the event of a redemption pursuant to Section 6.1 hereof in which the Company’s board of directors (cthe “Board”) with respect has elected to any Private Placement Warrant or Working Capital Warrant, so long as require all holders of the Public Warrants to exercise such Private Placement Warrant or Working Capital Warrant is held by the Sponsor or Public Warrants on a Permitted Transferee, “cashless basis,” by surrendering the Public Warrants for that number of shares of Common Stock Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock 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(c3.3.1(b), over the Warrant Price by (y) the Redemption Fair Market Value. Solely for purposes of this subsection 3.3.1(c)3.3.1(b) and Section 6.3, the “Redemption Fair Market Value” shall mean the volume-weighted average last reported sale price of the Common Stock 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 exercise of the Warrant redemption is sent to the Warrant Agentholders of the Public Warrants pursuant to Section 6.2 hereof;

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent (if a physical certificate is issued), 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 (i) the Definitive successor as Warrant Certificate evidencing the Warrants to be exercised, orAgent, in the case Borough of a Warrant represented in book-entry Manhattan, City and State of New York, with the subscription form, as set forth in 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 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, properly delivered by the Participant in accordance with the Depositary’s proceduresduly executed, and (iii) the payment by paying in full of the Warrant Price for each 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 shares of Common Stock and the issuance of such shares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or wire good bank draft payable to the order Warrant Agent or by wire transfer of the Warrant Agentimmediately available funds; (b) [Reserved]in the event of a redemption pursuant to Section 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 shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of 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 6.4, the “Fair Market Value” shall mean the average reported closing price of the 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; (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 Sponsor or a any officer or director of the Company, or their Permitted TransfereeTransferees, by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(c), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(c), the “Fair Market Value” shall mean the average last reported sale closing price of the Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which notice of exercise of the Private Placement Warrant or Working Capital Warrant is sent to the Warrant Agent;; or (d) as provided in Section 7.4 hereof.

Payment. Subject to the provisions of the Warrant and this Agreement, 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 represented in book-entry formCertificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary, 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 Common Stock 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 WarrantWarrant 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 full share of Common Stock 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 shares of Common Stock Ordinary Shares and the issuance of such shares of Common StockOrdinary Shares, as follows: (a) in lawful money of the United States, in good certified check or wire good bank draft payable to the order Warrant Agent or by wire transfer of the Warrant Agentimmediately available funds; (b) [Reserved]; in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (cthe “Board”) with respect has elected to any Private Placement Warrant or Working Capital Warrant, so long as require all holders of the Warrants to exercise such Private Placement Warrant or Working Capital Warrant is held by the Sponsor or Warrants on a Permitted Transferee, “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock Ordinary Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value”, ,” as defined in this subsection 3.3.1(c3.3.1(b), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(c)3.3.1(b) and Section 6.3, the “Fair Market Value” shall mean the average last reported sale closing price of the Common Stock Ordinary Shares for the ten (10) trading days ending on the third trading day prior to the date on which the notice of exercise of the Warrant redemption is sent to the Warrant Agentholders of the Warrants, pursuant to Section 6 hereof;

Payment. Subject to the provisions of the Warrant and this Agreement, 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 in by a book-entry formentry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary, 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 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, 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 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 Common Stock and the issuance of such shares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or wire good bank draft payable to the order of the Warrant Agent; (b) [Reserved]in the event of a redemption pursuant to Section 6.1 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise; (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 Sponsor or a its Permitted TransfereeTransferees, by surrendering the Warrants for that number of 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 (as defined below) and (ii) in all other scenarios, the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Sponsor Exercise Fair Market Value”, ” (as defined in this subsection 3.3.1(c)), over the Warrant Price by (y) the Sponsor Exercise Fair Market Value. Solely for purposes of this subsection 3.3.1(c), the “Sponsor Exercise Fair Market Value” shall mean the average last reported sale price of the shares of Common Stock for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which notice of exercise of the Private Placement Warrant is sent to the Warrant Agent;

Payment. Subject to the provisions of the Warrant and this Agreement, 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 Warrant represented in book-entry form, 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 Common Stock 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 or, in the case of a Book-Entry Warrant, properly delivered by the Participant in accordance with the Depositary’s proceduresduly executed, and (iii) the payment by paying in full of the Warrant Price for each full share of Common Stock 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 shares of Common Stock Ordinary Shares and the issuance of such shares of Common StockOrdinary Shares, as follows: (a) in lawful money of the United States, by wire transfer, in good certified check or wire good bank draft payable to the order Warrant Agent, provided that there is an effective registration statement covering the Ordinary Shares issuable upon exercise of the Warrant AgentWarrants, and a current prospectus relating thereto, available; (b) [Reserved]; (c) with respect in the event of a redemption pursuant to any Private Placement Warrant or Working Capital Warrant, so long as Section 6 hereof in which the Board has elected to require all holders of the Warrants to exercise such Private Placement Warrant or Working Capital Warrant is held by the Sponsor or Warrants on a Permitted Transferee, “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock Ordinary Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(cSection 3.3.1(b), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(c)Section 3.3.1(b) and Section 6.1, the “Fair Market Value” shall mean the 10-Day Average Closing Price as of 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 Common Stock for Ordinary Shares as reported during the ten (10) trading days day period ending on the third 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 notice of exercise of the Warrant is sent to the Warrant Agent;an event which requires such determination has occurred; or

Payment. Subject to the provisions of the Warrant and this Agreement, 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 represented in book-entry formCertificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary, 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 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 WarrantWarrant 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 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 shares of Common Stock and the issuance of such shares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or wire good bank draft payable to the order Warrant Agent or by wire transfer of the Warrant Agentimmediately available funds; (b) [Reserved]; in the event of a redemption pursuant to Section 6.1 hereof in which the Company’s board of directors (cthe “Board”) with respect has elected to any Private Placement Warrant or Working Capital Warrant, so long as require all holders of the Warrants to exercise such Private Placement Warrant or Working Capital Warrant is held by the Sponsor or Warrants on a Permitted Transferee, “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(c3.3.1(b), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(c3.3.1(b), Section 6.2 and Section 6.4, the “Fair Market Value” shall mean the average last reported sale price of the Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which the notice of exercise of the Warrant redemption is sent to the Warrant Agentholders of the Warrants, pursuant to Section 6 hereof;

Payment. Subject to the provisions of the Warrant and this Agreement, 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 represented in book-entry formCertificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary, 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 Common Stock 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 WarrantWarrant 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 full share of Common Stock 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 shares of Common Stock Ordinary Shares and the issuance of such shares of Common StockOrdinary Shares, as follows: (a) in lawful money of the United States, in good certified check or wire good bank draft payable to the order of the Warrant AgentAgent or by wire transfer of immediately available funds; (b) [Reserved]; in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (cthe “Board”) with respect has elected to any Private Placement Warrant or Working Capital Warrant, so long as require all holders of the Warrants to exercise such Private Placement Warrant or Working Capital Warrant is held by the Sponsor or Warrants on a Permitted Transferee, “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock Ordinary Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(c3.3.1(b), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(c)3.3.1(b) and Section 6.3, the “Fair Market Value” shall mean the average last reported sale closing price of the Common Stock Ordinary Shares for the ten (10) trading days ending on the third trading day prior to the date on which the notice of exercise of the Warrant redemption is sent to the Warrant Agentholders of the Warrants, pursuant to Section 6 hereof;

Payment. Subject to the provisions of the Warrant and this Agreement, 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 represented in book-entry formCertificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary, 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 Common Stock 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 WarrantWarrant 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 full share of Common Stock 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 shares of Common Stock Class A Ordinary Shares and the issuance of such shares of Common StockClass A Ordinary Shares, as follows: (a) in lawful money of the United States, in good certified check or wire good bank draft payable to the order of the Warrant AgentAgent or by wire transfer of immediately available funds; (b) [Reserved]in the event of a redemption pursuant to Section 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 or Working Capital Warrant, so long as such Private Placement Warrant or Working Capital Warrant is held by the Sponsor or a Permitted Transferee, by surrendering the Warrants for that number of shares of Common Stock Class A Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock Class A Ordinary Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(c), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(c), the “Fair Market Value” shall mean the average last reported sale price of the Common Stock Class A Ordinary Shares for the ten (10) 10 trading days ending on the third trading day prior to the date on which notice of exercise of the Warrant is sent to the Warrant AgentAgent (“Sponsor Fair Market Value”) over the Warrant Price by (y) the Sponsor Fair Market Value; (d) as provided in Section 6.2 hereof with respect to a Make-Whole Exercise; or (e) as provided in Section 7.4 hereof.

Payment. Subject to the provisions of the Warrant and this Agreement, 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 represented in book-entry formCertificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary, 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 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 WarrantWarrant Certificate, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) the payment in full of the Warrant Exercise Price for each 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 shares of Common Stock and the issuance of such shares of Common Stock, as follows: (a) in lawful money of the United States, in good States by certified check or wire payable to the order of the Warrant AgentAgent or by wire transfer; (b) [Reserved]; in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (cthe “Board”) with respect has elected to any Private Placement Warrant or Working Capital Warrant, so long as require all holders of the Warrants to exercise such Private Placement Warrant or Working Capital Warrant is held by the Sponsor or Warrants on a Permitted Transferee, “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of difference between the Exercise Price and the “Fair Market Value”, as defined in this subsection 3.3.1(c), over the Warrant Price 3.3.1(b) by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(c)3.3.1(b) and Section 6.3, the “Fair Market Value” shall mean the average of the last reported sale price prices of the Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which the notice of exercise of the Warrant redemption is sent to the Warrant Agentholders of the Warrants, pursuant to Section 6 hereof;

Payment. Subject to the provisions of the Warrant and this Agreement, 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 in by a book-entry formentry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary, 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 share 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, 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 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 Common Stock and the issuance of such shares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or wire payable to the order of the Warrant Agent; (b) [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 Sponsor or a Permitted Transferee, by surrendering the Warrants for that number of shares of Common Stock equal (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, to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Sponsor Exercise Fair Market Value”, as defined in this subsection 3.3.1(c3.3.1(b), over the Warrant Price by (y) the Sponsor Exercise Fair Market Value. Solely for purposes of this subsection 3.3.1(c3.3.1(b), the “Sponsor Exercise Fair Market Value” shall mean the average last reported sale price of the Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which notice of exercise of the Private Placement Warrant is sent to the Warrant Agent;

Payment. Subject to the provisions of the Warrant and this Agreement, 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 in by a book-entry formentry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary, 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 Common Stock 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, 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 Common Stock 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 shares of Common Stock Ordinary Shares and the issuance of such shares of Common StockOrdinary Shares, as follows: (a) in lawful money of the United States, in good certified check or wire good bank draft payable to the order of the Warrant Agent; (b) [Reserved]; in the event of a redemption pursuant to Section 6.1 hereof in which the Company’s board of directors (cthe “Board”) with respect has elected to any Private Placement Warrant or Working Capital Warrant, so long as require all holders of the Public Warrants to exercise such Private Placement Warrant or Working Capital Warrant is held by the Sponsor or Public Warrants on a Permitted Transferee, “cashless basis,” by surrendering the Public Warrants for that number of shares of Common Stock Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock 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(c3.3.1(b), over the Warrant Price by (y) the Redemption Fair Market Value. Solely for purposes of this subsection 3.3.1(c)3.3.1(b) and Section 6.3, the “Redemption Fair Market Value” shall mean the average last reported sale price of the Common Stock 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 exercise of the Warrant redemption is sent to the Warrant Agentholders of the Public Warrants pursuant to Section 6.2 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 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 represented in book-entry formCertificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary, 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 Common Stock 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 WarrantWarrant 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 full share of Common Stock 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 shares of Common Stock Ordinary Shares and the issuance of such shares of Common StockOrdinary Shares, as follows: (a) in lawful money of the United States, in by good certified check or wire good bank draft payable to the order of the Warrant Agent;, or by wire transfer of immediately available funds; or (b) [Reserved]; (c) with respect in the event of redemption pursuant to any Private Placement Warrant or Working Capital Warrant, so long as Section 6 hereof in which the Company’s management has elected to require all holders of Warrants to exercise such Private Placement Warrant or Working Capital Warrant is held by the Sponsor or Warrants on a Permitted Transferee, “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock Ordinary Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as ” (defined in this subsection 3.3.1(c), below) over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(cSection 3.3.1(b), the “Fair Market Value” shall mean the average last reported sale price of the Common Stock Ordinary Shares for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which the notice of exercise of the Warrant redemption is sent to holders of the Warrant AgentWarrants pursuant to Section 6 hereof;

Payment. Subject to the provisions of the Warrant and this Agreement, 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 represented in book-entry formCertificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary, 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 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 WarrantWarrant 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 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 shares of Common Stock and the issuance of such shares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or wire good bank draft payable to the order of the Warrant Agent; (b) [Reserved]; in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (cthe “Board”) with respect has elected to any Private Placement Warrant or Working Capital Warrant, so long as require all holders of the Warrants to exercise such Private Placement Warrant or Working Capital Warrant is held by the Sponsor or Warrants on a Permitted Transferee, “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of 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(c), over the Warrant Price 3.3.1(b) by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(c)3.3.1(b) and Section 6.3, the “Fair Market Value” shall mean the average last reported sale price of the Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which the notice of exercise of the Warrant redemption is sent to the Warrant Agentholders of the Warrants, pursuant to Section 6 hereof;

Payment. Subject to the provisions of the Warrant and this Agreement, 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 in by a book-entry formentry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary, 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 Common Stock 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, 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 Common Stock 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 shares of Common Stock Ordinary Shares and the issuance of such shares of Common StockOrdinary Shares, as follows: (a) in lawful money of the United States, in good certified check or wire good bank draft payable to the order of the Warrant Agent; (b) [Reserved]; (c) with respect in the event of a redemption pursuant to any Private Placement Warrant or Working Capital Warrant, so long as Section 6.1 hereof in which the Board has elected to require all holders of the Warrants to exercise such Private Placement Warrant or Working Capital Warrant is held by the Sponsor or warrants on a Permitted Transferee, “cashless basis” by surrendering the Warrants warrants for that number of shares of Common Stock Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock Ordinary Shares underlying the 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(c3.3.1(b), over the Warrant Price ) by (y) the Redemption Fair Market Value. Solely for purposes of this subsection 3.3.1(c), the “The Redemption Fair Market Value” Value shall mean the average reported last reported sale price of the Common Stock Ordinary Shares for the ten (10) five trading days ending on the third trading day prior to the date on which the notice of exercise of the Warrant redemption is sent to the Warrant Agent;holders of warrants, pursuant to Section 6.2 hereof; or (c) as provided in Section 7.4 hereof.

Payment. Subject to the provisions of the Warrant and this Agreement, 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 in by a book-entry formentry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary, 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 Common Stock 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, 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 Common Stock 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 shares of Common Stock Ordinary Shares and the issuance of such shares of Common StockOrdinary Shares, as follows: (a) in lawful money of the United States, in good certified check or wire good bank draft payable to the order of the Warrant Agent; (b) [Reserved]; in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (cthe “Board”) with respect has elected to any Private Placement Warrant or Working Capital Warrant, so long as require all holders of the Warrants to exercise such Private Placement Warrant or Working Capital Warrant is held by the Sponsor or Warrants on a Permitted Transferee, “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock Ordinary Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(c3.3.1(b), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(c)3.3.1(b) and Section 6.2, the “Fair Market Value” shall mean the average last reported sale price of the Common Stock Ordinary Shares for the ten (10) trading days ending on the third trading day prior to the date on which the notice of exercise of the Warrant redemption is sent to the Warrant Agent;holders of the Warrants, pursuant to Section 6 hereof; or

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant 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 represented in book-entry formCertificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary, 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 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 WarrantWarrant 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 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 shares of Common Stock and the issuance of such shares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or wire bank draft payable to the order of the Warrant AgentAgent or by wire transfer of immediately available funds; (b) [Reserved]; in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (cthe “Board”) with respect has elected to any Private Placement Warrant or Working Capital Warrant, so long as require all holders of the Warrants to exercise such Private Placement Warrant or Working Capital Warrant is held by the Sponsor or Warrants on a Permitted Transferee, “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(c3.3.1(b), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(c)3.3.1(b) and Section 6.4, the “Fair Market Value” shall mean the average last reported sale price of the Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which the notice of exercise of the Warrant redemption is sent to the Warrant Agentholders of the Warrants, pursuant to Section 6 hereof;

Payment. Subject to the provisions of the Warrant and this Agreement, 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 represented in book-entry formCertificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary, 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 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 WarrantWarrant 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 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 shares of Common Stock and the issuance of such shares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or wire good bank draft payable to the order Warrant Agent or by wire of the Warrant Agentimmediately available funds; (b) [Reserved]; in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (cthe “Board”) with respect has elected to any Private Placement Warrant or Working Capital Warrant, so long as require all holders of the Warrants to exercise such Private Placement Warrant or Working Capital Warrant is held by the Sponsor or Warrants on a Permitted Transferee, “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of 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(c), over the Warrant Price 3.3.1(b) by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(c)3.3.1(b) and Section 6.4, the “Fair Market Value” shall mean the volume weighted average last reported sale price of the Company’s Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which the notice of exercise of the Warrant redemption is sent to the Warrant Agentholders of the Warrants, pursuant to Section 6 hereof;

Payment. Subject to the provisions of the Warrant and this Agreement, 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 represented in book-entry formCertificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary, 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 Common Stock 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 WarrantWarrant 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 full share of Common Stock 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 shares of Common Stock Ordinary Shares and the issuance of such shares of Common StockOrdinary Shares, as follows: (a) in lawful money of the United States, in good certified check or wire good bank draft payable to the order Warrant Agent or by wire transfer of the Warrant Agentimmediately available funds; (b) [Reserved]; in the event of a redemption pursuant to Section 6.1 hereof in which the Company’s board of directors (cthe “Board”) with respect has elected to any Private Placement Warrant or Working Capital Warrant, so long as require all holders of the Warrants to exercise such Private Placement Warrant or Working Capital Warrant is held by the Sponsor or Warrants on a Permitted Transferee, “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock Ordinary Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(c3.3.1(b), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(c)3.3.1(b) and Section 6.3, the “Fair Market Value” shall mean the average last reported sale price of the Common Stock Ordinary Shares for the ten (10) trading days ending on the third trading day prior to the date on which the notice of exercise of the Warrant redemption is sent to the Warrant Agentholders of the Warrants, pursuant to Section 6 hereof;

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department Compliance Department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Warrant represented in by a book-entry formentry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary, 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 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, 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 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 Common Stock and the issuance of such shares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or wire payable to the order of the Warrant Agent; (b) [Reserved]; (c) with respect in the event of a redemption pursuant to any Private Placement Warrant or Working Capital Warrant, so long as Section 6.1 hereof in which the Board has elected to require all holders of the Warrants to exercise such Private Placement Warrant or Working Capital Warrant is held by the Sponsor or Warrants on a Permitted Transferee, “cashless basis,” by surrendering the Warrants to be exercised by a holder for that number of shares of Common Stock equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value”, ,” as defined in this subsection 3.3.1(c3.3.1(b), over the Warrant 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(c3.3.1(b), the “Fair Market Value” shall mean the volume-weighted average last reported sale price of the 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 exercise of the Warrant redemption is sent to the Warrant Agentholders of the Warrants, pursuant to Section 6 hereof;

Payment. Subject to the provisions of the Warrant and this Agreement, 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 represented in book-entry formCertificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary, 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 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 WarrantWarrant 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 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 shares of Common Stock and the issuance of such shares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or wire good bank draft payable to the order of the Warrant AgentAgent or by wire transfer of immediately available funds; (b) [Reserved]; in the event of a Make-Whole Exercise (cas defined below) with respect pursuant to any Private Placement Warrant or Working Capital Warrant, so long as such Private Placement Warrant or Working Capital Warrant is held by the Sponsor or a Permitted TransfereeSection 6.2 hereof, by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(c3.3.1(b), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(c3.3.1(b), Section 6.2 and Section 6.4, the “Fair Market Value” shall mean the volume weighted average last reported sale price of the Common Stock for during the ten (10) trading days ending on the third trading day prior to immediately following the date on which the notice of exercise of the Warrant redemption is sent to the Warrant Agentholders of the Warrants pursuant to Section 6 hereof. In connection with any redemption pursuant to Section 6.2, the Company shall provide the Registered Holders with the Fair Market Value no later than one (1) Business Day after the ten (10) trading day period described above ends;

Payment. Subject to the provisions of the Warrant and this Agreement, 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 represented in book-entry formCertificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary, 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 Common Stock 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 WarrantWarrant Certificate, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) the payment by paying in full of the Warrant Price for each full share of Common Stock 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 shares of Common Stock Ordinary Shares and the issuance of such shares of Common StockOrdinary Shares, as follows: (a) in lawful money of the United States, in good certified check or wire good bank draft payable to the order of the Warrant Agent; (b) [Reserved]; in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (cthe “Board”) with respect has elected to any Private Placement Warrant or Working Capital Warrant, so long as require all holders of the Warrants to exercise such Private Placement Warrant or Working Capital Warrant is held by the Sponsor or Warrants on a Permitted Transferee, “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock 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(c), over the Warrant Price 3.3.1(b) by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(c)3.3.1(b) and Section 6.3, the “Fair Market Value” shall mean the average last reported sale price of the Common Stock Ordinary Shares for the ten (10) trading days ending on the third trading day prior to the date on which the notice of exercise of the Warrant redemption is sent to the Warrant Agentholders of the Warrants, pursuant to Section 6 hereof;

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department department: (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant represented in book-entry formCertificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary, 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 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 WarrantWarrant Certificate, properly delivered by the Participant in accordance with the Depositary’s procedures, ; and (iii) the payment in full of the Warrant Price with lawful money of the United States for each 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 shares of Common Stock and the issuance of such shares of Common Stock, as follows: (a) in lawful money of the United States, in good by certified check or wire payable to the order of the Warrant AgentAgent or by wire transfer; (b) [Reserved]; in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (cthe “Board”) with respect has elected to any Private Placement Warrant or Working Capital Warrant, so long as require all holders of the Warrants to exercise such Private Placement Warrant or Working Capital Warrant is held by the Sponsor or Warrants on a Permitted Transferee, “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of 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(c3.3.1(b), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(c)3.3.1(b) and Section 6.3, the “Fair Market Value” shall mean the average last reported sale price of the Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which the notice of exercise of the Warrant redemption is sent to the Warrant Agentholders of the Warrants, pursuant to Section 6 hereof;

Payment. Subject to the provisions of the Warrant and this Agreement, 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 in by a book-entry formentry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary, 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 Common Stock 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, 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 Common Stock 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 shares of Common Stock Ordinary Shares and the issuance of such shares of Common StockOrdinary Shares, as follows: (a) in lawful money of the United States, in good certified check or wire payable to the order of the Warrant Agent; (b) [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 Sponsor or a Permitted Transferee, by surrendering the Warrants for that number of shares of Common Stock 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 shares of Common Stock Ordinary Shares underlying the Warrants, multiplied by the excess of the “Sponsor Exercise Fair Market Value”, ” (as defined in this subsection 3.3.1(c3.3.1(b), over ) less the Warrant Price by (y) the Sponsor Exercise Fair Market Value. Solely for purposes of this subsection 3.3.1(c3.3.1(b), the “Sponsor Fair Market Value” shall mean the average last reported sale price of the Common Stock Ordinary Shares for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which notice of exercise of the Private Placement Warrant is sent to the Warrant Agent;

Payment. Subject to the provisions of the Warrant and this Agreement, 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 Warrant represented in by a book-entry formentry, 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”) 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 or, in the case of a Book-Entry Warrant, properly delivered by the Participant in accordance with the DepositaryDepository’s procedures, and (iii) the payment in full of the Warrant Price for each 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 shares of Common Stock and the issuance of such shares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or wire good bank draft payable to the order of the Warrant AgentAgent or by wire transfer of immediately available funds; (b) [Reserved]; (c) with respect in the event of a redemption pursuant to any Private Placement Warrant or Working Capital Warrant, so long as such Private Placement Warrant or Working Capital Warrant is held by Section 6.1 in which the Sponsor or Company elects to require holders of the Warrants to exercise the Warrants on a Permitted Transferee, “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of 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(c3.3.1(b), ) of the Common Stock over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(c3.3.1(b), the “Fair Market Value” shall mean the volume-weighted average last reported sale price of the Common Stock for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which the notice of exercise of the Warrant redemption is sent to the Warrant Agent;holders of the Warrants pursuant to Section 6.2; or

Payment. Subject to the provisions of the Warrant and this Agreement, 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 in by a book-entry formentry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary, 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 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, 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 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 Common Stock and the issuance of such shares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or wire check, good bank draft payable to the order of the Warrant Agent;Agent or wire transfers; (b) [Reserved]; in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (cthe “Board”) with respect has elected to any Private Placement Warrant or Working Capital Warrant, so long as require all holders of the Warrants to exercise such Private Placement Warrant or Working Capital Warrant is held by the Sponsor or Warrants on a Permitted Transferee, “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(c3.3.1(b), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(c)3.3.1(b) and Section 6.3, the “Fair Market Value” shall mean the average last reported sale price of the Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which the notice of exercise of the Warrant redemption is sent to the Warrant Agentholders of the Warrants, pursuant to Section 6 hereof;

Payment. Subject to the provisions of the Warrant and this Agreement, 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 Warrant represented in by a book-entry formentry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary, 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 Common Stock 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, 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 Common Stock 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 shares of Common Stock Ordinary Shares and the issuance of such shares of Common StockOrdinary Shares, as follows: (a) in lawful money of the United States, in good certified check or wire good bank draft payable to the order of the Warrant Agent; (b) [Reserved]; (c) with respect in the event of a redemption pursuant to any Private Placement Warrant or Working Capital Warrant, so long as Section 6.1 hereof in which the Company elects to require holders of the Warrants to exercise such Private Placement Warrant or Working Capital Warrant is held by the Sponsor or warrants on a Permitted Transferee, “cashless basis,” by surrendering the Warrants for that number of Class A ordinary shares of Common Stock equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of Class A ordinary shares of Common Stock underlying the Warrantswarrants, multiplied by the excess of the “Fair Market Value”, Value (as defined in this subsection 3.3.1(c3.3.1(b), ) of our Class A ordinary shares over the Warrant Price exercise price of the warrants by (y) the Fair Market ValueValue and (B) 0.361 per warrant. Solely for purposes of this subsection 3.3.1(c3.3.1(b), the “Fair Market Value” shall mean the average last reported sale closing price of the Common Stock Ordinary Shares for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which notice of exercise of the Private Placement Warrant or Working Capital Warrant is sent to the Warrant Agent;

Payment. Subject to the provisions of the Warrant and this Agreement, 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 in by a book-entry formentry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary, 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 Common Stock 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, 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 Common Stock 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 shares of Common Stock Ordinary Shares and the issuance of such shares of Common StockOrdinary Shares, as follows: (a) in lawful money of the United States, in good certified check or wire check, in good bank draft payable to the order of the Warrant AgentAgent or by wire transfer of immediately available funds; (b) [Reserved]; in the event of a redemption pursuant to Section 6.1 hereof in which the Company’s board of directors (cthe “Board”) with respect has elected to any Private Placement Warrant or Working Capital Warrant, so long as require all holders of the Warrants to exercise such Private Placement Warrant or Working Capital Warrant is held by the Sponsor or Warrants on a Permitted Transferee, “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock Ordinary Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value”, ” (as defined in this subsection 3.3.1(c3.3.1(b)), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(c), the The “Fair Market Value” shall mean the average last reported sale price of the Common Stock Ordinary Shares for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which notice of exercise of the Warrant redemption is sent to the Warrant Agentholders of Warrants pursuant to Section 6.1 hereof;

Payment. Subject to the provisions of the Warrant and this Agreement, 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 in by a book-entry formentry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary, 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 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, 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 ordinary 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 ordinary shares of Common Stock and the issuance of such shares of Common StockClass A ordinary shares, as follows: (a) in lawful money of the United States, in good certified check or wire good bank draft payable to the order of the Warrant Agent; (b) [Reserved]; in the event of a redemption pursuant to Section 6.1 hereof in which the Company’s board of directors (cthe “Board”) with respect has elected to any Private Placement Warrant or Working Capital Warrant, so long as require all holders of the Public Warrants to exercise such Private Placement Warrant or Working Capital Warrant is held by the Sponsor or Public Warrants on a Permitted Transferee, “cashless basis,” by surrendering the Public Warrants for that number of Class A ordinary shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares of Common Stock 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(c3.3.1(b), over the Warrant Price by (y) the Redemption Fair Market Value. Solely for purposes of this subsection 3.3.1(c)3.3.1(b) and Section 6.3, the “Redemption Fair Market Value” shall mean the volume-weighted average last reported sale price of the Common Stock for Class A 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 exercise of the Warrant redemption is sent to the Warrant Agentholders of the Public Warrants pursuant to Section 6.2 hereof;

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant 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 represented in book-entry formCertificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary, 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 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 WarrantWarrant 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 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 shares of Common Stock and the issuance of such shares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or wire good bank draft payable to the order of the Warrant AgentAgent or by wire transfer of immediately available funds; (b) [Reserved]; in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (cthe “Board”) with respect has elected to any Private Placement Warrant or Working Capital Warrant, so long as require all holders of the Warrants to exercise such Private Placement Warrant or Working Capital Warrant is held by the Sponsor or Warrants on a Permitted Transferee, “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(c3.3.1(b), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(c)3.3.1(b) and Section 6.4, the “Fair Market Value” shall mean the average last reported sale price of the Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which the notice of exercise of the Warrant redemption is sent to the Warrant Agentholders of the Warrants, pursuant to Section 6 hereof;

Payment. Subject to the provisions of the Warrant and this Agreement, 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 represented in book-entry formCertificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary, 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 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 WarrantWarrant 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 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 shares of Common Stock and the issuance of such shares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or wire payable to the order of the Warrant Agent.; (b) [Reserved]; in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (cthe “Board”) with respect has elected to any Private Placement Warrant or Working Capital Warrant, so long as require all holders of the Warrants to exercise such Private Placement Warrant or Working Capital Warrant is held by the Sponsor or Warrants on a Permitted Transferee, “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of 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(c), over the Warrant Price 3.3.1(b) by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(c)3.3.1(b) and Section 6.3, the “Fair Market Value” shall mean the average last reported sale price of the Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which the notice of exercise of the Warrant redemption is sent to the Warrant Agentholders of the Warrants, pursuant to Section 6 hereof;

Payment. Subject to the provisions of the Warrant and this Agreement, 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 in by a book-entry formentry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary, 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 share of Class A 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, 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 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 Common Stock and the issuance of such shares of Class A Common Stock, as follows: (a) in lawful money of the United States, in good certified check or wire payable to the order of the Warrant Agent; (b) [Reserved]; in the event of a redemption pursuant to Section 6.1 hereof in which the Company’s board of directors (cthe “Board”) with respect has elected to any Private Placement Warrant or Working Capital Warrant, so long as require all holders of the Warrants to exercise such Private Placement Warrant or Working Capital Warrant is held by the Sponsor or Warrants on a Permitted Transferee, “cashless basis,” by surrendering the Warrants for that number of shares of Class A Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(c3.3.1(b), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(c3.3.1(b), Section 6.1 and Section 6.4, the “Fair Market Value” shall mean the average last reported sale closing price of the Common Stock Ordinary Shares for the ten (10) trading days ending on the third trading day prior to the date on which the notice of exercise of the Warrant redemption is sent to the Warrant Agentholders of the Warrants, pursuant to Section 6.1 hereof;

Payment. Subject to the provisions of the Warrant and this Agreement, 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 represented in book-entry formCertificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary, 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 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 WarrantWarrant 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 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 shares of Common Stock and the issuance of such shares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or wire good bank draft payable to the order Warrant Agent or by wire transfer of the Warrant Agentimmediately available funds; (b) [Reserved]; in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (cthe “Board”) with respect has elected to any Private Placement Warrant or Working Capital Warrant, so long as require all holders of the Warrants to exercise such Private Placement Warrant or Working Capital Warrant is held by the Sponsor or Warrants on a Permitted Transferee, “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(c3.3.1(b), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(c)3.3.1(b) and Section 6.3, the “Fair Market Value” shall mean the average last reported sale closing price of the Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which the notice of exercise of the Warrant redemption is sent to the Warrant Agentholders of the Warrants, pursuant to Section 6 hereof;

Payment. Subject to the provisions of the Warrant Warrants and this Agreement, 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 represented in book-entry formCertificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary, 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 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 WarrantWarrant 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 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 shares of Common Stock and the issuance of such shares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or wire good bank draft payable to the order of the Warrant AgentAgent or by wire transfer of immediately available funds; (b) [Reserved]; (c) with respect to any Private Placement Warrant, Working Capital Warrant or Working Capital WarrantForward Purchase Warrants, so long as such Private Placement Warrant, Working Capital Warrant or Working Capital Forward Purchase Warrant is held by either Purchaser or any officer or director of the Sponsor Company, or a their Permitted TransfereeTransferees, by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Sponsor Fair Market Value”, as defined in this subsection 3.3.1(c), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(c), the “Sponsor Fair Market Value” shall mean the average last reported sale closing price of the Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which notice of exercise of the Private Placement Warrant, Working Capital Warrant or Forward Purchase Warrant is sent to the Warrant Agent;; or

Payment. Subject to the provisions of the Warrant and this Agreement, 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 represented in book-entry formCertificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary, 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 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 WarrantWarrant 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 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 shares of Common Stock and the issuance of such shares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or wire good bank draft payable to the order of the Warrant AgentAgent or by wire transfer of immediately available funds; (b) [Reserved]; in the event of a redemption pursuant to Section 6.1 hereof in which the Company’s board of directors (cthe “Board”) with respect has elected to any Private Placement Warrant or Working Capital Warrant, so long as require all holders of the Warrants to exercise such Private Placement Warrant or Working Capital Warrant is held by the Sponsor or Warrants on a Permitted Transferee, “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(c3.3.1(b), over the Warrant Price by (y) the Fair Market ValueValue and (B) 0.361. Solely for purposes of this subsection 3.3.1(c3.3.1(b), Section 6.1 and Section 6.4, the “Fair Market Value” shall mean the volume weighted average last reported sale price of shares of the 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 exercise of the Warrant redemption is sent to the Warrant Agentholders of the Warrants, pursuant to Section 6.1 hereof;

Payment. Subject to the provisions of the Warrant and this Agreement, 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 represented in book-entry formCertificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary, 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 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 WarrantWarrant 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 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 shares of Common Stock and the issuance of such shares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or wire good bank draft payable to the order of the Warrant AgentAgent or by wire transfer; (b) [Reserved]; in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (cthe “Board”) with respect has elected to any Private Placement Warrant or Working Capital Warrant, so long as require all holders of the Warrants to exercise such Private Placement Warrant or Working Capital Warrant is held by the Sponsor or Warrants on a Permitted Transferee, “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(c3.3.1(b), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(c)3.3.1(b) and Section 6.3, the “Fair Market Value” shall mean the average last reported sale price of the 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 exercise of the Warrant redemption is sent to the Warrant Agent;holders of the Warrants, pursuant to Section 6 hereof; or

Payment. Subject to the provisions of the Warrant and this Agreement, 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 in by a book-entry formentry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary, 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 Common Stock 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, 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 Common Stock 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 shares of Common Stock Ordinary Shares and the issuance of such shares of Common StockOrdinary Shares, as follows: (a) in lawful money of the United States, in good certified check or wire good bank draft payable to the order of the Warrant Agent; (b) [Reserved]; in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (cthe “Board”) with respect has elected to any Private Placement Warrant or Working Capital Warrant, so long as require all holders of the Warrants to exercise such Private Placement Warrant or Working Capital Warrant is held by the Sponsor or Warrants on a Permitted Transferee, “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock 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(c), over the Warrant Price 3.3.1(b) by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(c)3.3.1(b) and Section 6.3, the “Fair Market Value” shall mean the average reported last reported sale price of the Common Stock Ordinary Shares for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which the notice of exercise of the Warrant redemption is sent to the Warrant Agentholders of the Warrants, pursuant to Section 6 hereof;

Payment. Subject to the provisions of the Warrant and this Agreement, 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 in by a book-entry formentry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary, 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 Common Stock 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, 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 Common Stock 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 shares of Common Stock Ordinary Shares and the issuance of such shares of Common StockOrdinary Shares, as follows: (a) in lawful money of the United States, in good certified check or wire payable to the order of the Warrant Agent; (b) [Reserved]; in the event of a redemption pursuant to Section 6.1 hereof in which the Company’s board of directors (cthe “Board”) with respect has elected to any Private Placement Warrant or Working Capital Warrant, so long as require all holders of the Public Warrants to exercise such Private Placement Warrant or Working Capital Warrant is held by the Sponsor or Public Warrants on a Permitted Transferee, “cashless basis,” by surrendering the Public Warrants for that number of shares of Common Stock Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock 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 3.3.1(c3.3.1(b), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(c)3.3.1(b) and Section 6.1, the “Fair Market Value” shall mean the average last reported sale price of the Common Stock 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 exercise of the Warrant redemption is sent to the Warrant Agentholders of the Warrants pursuant to Section 6.2 hereof;

Payment. Subject to the provisions of the Warrant and this Agreement, 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 represented in book-entry formCertificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary, 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 Common Stock 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 WarrantWarrant 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 full share of Common Stock 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 shares of Common Stock Ordinary Shares and the issuance of such shares of Common StockOrdinary Shares, as follows: (a) in lawful money of the United States, in good by certified check or wire payable to the order of the Warrant AgentAgent or by wire transfer; (b) [Reserved]; in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (cthe “Board”) with respect has elected to any Private Placement Warrant or Working Capital Warrant, so long as require all holders of the Warrants to exercise such Private Placement Warrant or Working Capital Warrant is held by the Sponsor or Warrants on a Permitted Transferee, “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock Ordinary Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(c), 3.3.1(b) over the Warrant Price by (y) the Fair Market ValuePrice. Solely for purposes of this subsection 3.3.1(c)3.3.1(b) and Section 6.3, the “Fair Market Value” shall mean the average reported last reported sale price of the Common Stock Ordinary Shares for the ten (10) trading days ending on the third trading day prior to the date on which the notice of exercise of the Warrant redemption is sent to the Warrant Agentholders of the Warrants, pursuant to Section 6 hereof;

Payment. Subject to the provisions of the Warrant and this Agreement, 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 represented in book-entry formCertificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary, 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 Common Stock 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 WarrantWarrant 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 full share of Common Stock 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 shares of Common Stock Ordinary Shares and the issuance of such shares of Common StockOrdinary Shares, as follows: (a) in lawful money of the United States, in good by certified check or wire payable to the order of the Warrant AgentAgent or by wire transfer; (b) [Reservedreserved]; (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 Sponsor or a Permitted Transferee, by surrendering the Warrants for that number of shares of Common Stock Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock 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(c), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(c), the “Fair Market Value” shall mean the average reported last reported sale price of the Common Stock Ordinary Shares for the ten (10) trading days ending on the third trading day prior to the date on which notice of exercise of the Warrant is sent to the Warrant Agent;

Payment. Subject to the provisions of the Warrant and this Agreement, 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 in book-entry form, 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 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, 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 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 Common Stock and the issuance of such shares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or wire payable to the order of the Warrant Agent; (b) [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 Sponsor or a Permitted Transferee, by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value”, ,” as defined in this subsection 3.3.1(c), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(c), the “Fair Market Value” shall mean the average last reported sale price of the Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which notice of exercise of the Warrant is sent to the Warrant Agent;

Payment. Subject to the provisions of the Warrant and this Agreement, 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 represented in book-entry formCertificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary, 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 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 WarrantWarrant 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 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 shares of Common Stock and the issuance of such shares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or wire good bank draft payable to the order of the Warrant AgentAgent or by wire transfer of immediately available funds; (b) [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 Sponsor or a its Permitted TransfereeTransferees, by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Historical Fair Market Value”, as defined in this subsection 3.3.1(c3.3.1(b), over the Warrant Price by (y) the Historical Fair Market Value. Solely for purposes of this subsection 3.3.1(c3.3.1(b), the “Historical Fair Market Value” shall mean the average last reported sale price of the Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which notice of exercise of the Warrant is sent to the Warrant Agent;; or

Payment. Subject to the provisions of the Warrant and this Agreement, 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 in by a book-entry formentry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary, 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 Common Stock 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, 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 Common Stock 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 shares of Common Stock Class A Ordinary Shares and the issuance of such shares of Common StockClass A Ordinary Shares, as follows: (a) in lawful money of the United States, in good certified check or wire good bank draft payable to the order of the Warrant Agent; (b) [Reserved]; in the event of a redemption pursuant to Section 6.1 hereof in which the Company’s board of directors (cthe “Board”) with respect has elected to any Private Placement Warrant or Working Capital Warrant, so long as require all holders of the Public Warrants to exercise such Private Placement Warrant or Working Capital Warrant is held by the Sponsor or Public Warrants on a Permitted Transferee, “cashless basis,” by surrendering the Public Warrants for that number of shares of Common Stock Class A Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock 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(c3.3.1(b), over the Warrant Price by (y) the Redemption Fair Market Value. Solely for purposes of this subsection 3.3.1(c)3.3.1(b) and Section 6.3, the “Redemption Fair Market Value” shall mean the volume-weighted average last reported sale price of the Common Stock for Class A 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 exercise of the Warrant redemption is sent to the Warrant Agent;holders of the Public Warrants pursuant to Section 6.2 hereof

Payment. Subject to the provisions of the Warrant and this Agreement, 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 represented in book-entry formCertificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary, 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 share 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 WarrantWarrant 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 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 shares of Common Stock and the issuance of such shares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or wire payable to the order of the Warrant Agent; (b) [Reserved]; in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (cthe “Board”) with respect has elected to any Private Placement Warrant or Working Capital Warrant, so long as require all holders of the Public Warrants to exercise such Private Placement Warrant or Working Capital Warrant is held by the Sponsor or Warrants on a Permitted Transferee, “cashless basis,” by surrendering the Public Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of 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(c), over the Warrant Price 3.3.1(b) by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(c)3.3.1(b) and Section 6.3, the “Fair Market Value” shall mean the average last reported sale price of the Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which the notice of exercise of the Warrant redemption is sent to the Warrant Agentholders of the Public Warrants, pursuant to Section 6 hereof;

Payment. Subject to the provisions of the Warrant and this Agreement, 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 in by a book-entry formentry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary, 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 Common Stock 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, 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 Common Stock 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 shares of Common Stock Ordinary Shares and the issuance of such shares of Common StockOrdinary Shares, as follows: (a) in lawful money of the United States, in good certified check or wire good bank draft payable to the order of the Warrant Agent; (b) [Reserved]; in the event of a redemption pursuant to Section 6.1 hereof in which the Company’s board of directors (cthe “Board”) with respect has elected to any Private Placement Warrant or Working Capital Warrant, so long as require all holders of the Public Warrants to exercise such Private Placement Warrant or Working Capital Warrant is held by the Sponsor or Public Warrants on a Permitted Transferee, “cashless basis,” by surrendering the Public Warrants for that number of shares of Common Stock Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock 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(c3.3.1(b), over the Warrant Price by (y) the Redemption Fair Market Value. Solely for purposes of this subsection 3.3.1(c)3.3.1(b) and Section 6.3, the “Redemption Fair Market Value” shall mean the volume-weighted average last reported sale price of the Common Stock 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 exercise of the Warrant redemption is sent to the Warrant Agent;holders of the Public Warrants pursuant to Section 6.2 hereof

Payment. Subject to the provisions of the Warrant and this Agreement, 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 represented in book-entry formCertificate, 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 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”) 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 or, in the case of a Book-Entry WarrantWarrant Certificate, properly delivered by the Participant in accordance with the DepositaryDepository’s procedures, and (iii) the payment in full of the Warrant Price for each 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 shares of Common Stock and the issuance of such shares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or wire good bank draft payable to the order of the Warrant AgentAgent or by wire transfer of immediately available funds; (b) [Reserved]; (c) with respect in the event of a redemption pursuant to any Private Placement Warrant or Working Capital Warrant, so long as such Private Placement Warrant or Working Capital Warrant is held by Section 6.1 in which the Sponsor or Company elects to require holders of the Warrants to exercise the Warrants on a Permitted Transferee“cashless basis”, by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of 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(c3.3.1(b), ) of the number of shares of Common Stock over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(c), 3.3.1(b) the “Fair Market Value” shall mean the volume-weighted average last reported sale price of the Common Stock as reported for the ten (10) trading days ending on the third trading day prior to the date on which the notice of exercise of the Warrant redemption is sent to the Warrant Agentholders of the Warrants, pursuant to Section 6.2;

Payment. Subject to the provisions of the Warrant and this Agreement, 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 represented in book-entry formCertificate, 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 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”) 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 or, in the case of a Book-Entry WarrantWarrant Certificate, properly delivered by the Participant in accordance with the DepositaryDepository’s procedures, and (iii) the payment in full of the Warrant Price for each 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 shares of Common Stock and the issuance of such shares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or wire good bank draft payable to the order of the Warrant AgentAgent or by wire transfer of immediately available funds; (b) [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 Sponsor or a Permitted Transferee, by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Sponsor Fair Market Value”, ” (as defined in this subsection 3.3.1(c3.3.1(b), over ) less the Warrant Price by (y) the Sponsor Fair Market Value. Solely for purposes of this subsection 3.3.1(c), 3.3.1(b) the “Sponsor Fair Market Value” shall mean the volume-weighted average last reported sale price of the Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which notice of exercise of the Private Placement Warrant or Working Capital Warrant is sent to the Warrant Agent;; The Warrant Agent shall forward funds received for warrant exercises in a given month by the (5th) business day of the following month by wire transfer to an account designated by the Company.

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, 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 Warrant represented in by a book-entry formentry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary, 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 Common Stock 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 Warrantentry, properly delivered by the Participant in accordance with the Depositary’s procedures), and (iii) the payment by paying in full of the Warrant Price for each full share of Common Stock 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 shares of Common Stock Ordinary Shares and the issuance of such shares of Common StockOrdinary Shares, as follows: (a) in lawful money of the United States, in by good certified check or wire good bank draft payable to the order of the Warrant Agent;Agent or by wire transfer; or (b) [Reserved]; in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (cthe “Board”) with respect has elected to any Private Placement Warrant or Working Capital Warrant, so long as require all holders of Warrants to exercise such Private Placement Warrant or Working Capital Warrant is held by the Sponsor or Warrants on a Permitted Transferee, “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock Ordinary Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(c), 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 3.3.1(cSection 3.3.1(b), the “Fair Market Value” shall mean the average last reported sale price of the Common Stock Ordinary Shares for the ten five (105) trading days ending on the third trading day prior to the date on which the notice of exercise of the Warrant redemption is sent to holders of the Warrant Agent;Warrants pursuant to Section 6 hereof; or

Payment. Subject to the provisions of the Warrant and this Agreement, 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 represented in book-entry formCertificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary, 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 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 WarrantWarrant 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 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 shares of Common Stock and the issuance of such shares of Common Stock, as follows: (a) in lawful money of the United States, in good States dollars by certified check or wire payable to the order of the Warrant AgentAgent or by wire transfer; (b) [Reserved]; in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (cthe “Board”) with respect has elected to any Private Placement Warrant or Working Capital Warrant, so long as require all holders of the Warrants to exercise such Private Placement Warrant or Working Capital Warrant is held by the Sponsor or Warrants on a Permitted Transferee, “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of 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(c), over the Warrant Price 3.3.1(b) by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(c)3.3.1(b) and Section 6.3, the “Fair Market Value” shall mean the average last reported sale price of the Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which the notice of exercise of the Warrant redemption is sent to the Warrant Agentholders of the Warrants, pursuant to Section 6 hereof;

Payment. Subject to the provisions of the Warrant and this Agreement, 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 in by a book-entry formentry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary, 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 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, 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 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 Common Stock and the issuance of such shares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or wire good bank draft payable to the order of the Warrant Agent; (b) [Reserved]; in the event of a redemption pursuant to Section 6.1 hereof in which the Company’s board of directors (cthe “Board”) with respect has elected to any Private Placement Warrant or Working Capital Warrant, so long as require all holders of the Warrants to exercise such Private Placement Warrant or Working Capital Warrant is held by the Sponsor or Warrants on a Permitted Transferee, “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value”, ” (as defined in this subsection 3.3.1(c3.3.1(b), ) over the Warrant Price by (y) the Fair Market ValueValue and (B) 0.361. Solely for purposes of this subsection 3.3.1(c3.3.1(b), Section 6.1 and Section 6.4, the “Fair Market Value” shall mean the volume-weighted average last reported sale price of the Common Stock for 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 exercise of the Warrant redemption is sent to the Warrant Agentholders of the Warrants, pursuant to Section 6 hereof;

Payment. Subject to the provisions of the Warrant and this Agreement, 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 represented in book-entry formCertificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary, 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 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 WarrantWarrant 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 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 shares of Common Stock and the issuance of such shares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or wire good bank draft payable to the order of the Warrant AgentAgent or by wire transfer of immediately available funds; (b) [Reserved]; in the event of a redemption pursuant to Section 6.1 hereof in which the Company’s board of directors (cthe “Board”) with respect has elected to any Private Placement Warrant or Working Capital Warrant, so long as require all holders of the Warrants to exercise such Private Placement Warrant or Working Capital Warrant is held by the Sponsor or Warrants on a Permitted Transferee, “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(c3.3.1(b), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(c3.3.1(b), Section 6.1 and Section 6.4, the “Fair Market Value” shall mean the average last reported sale closing price of the Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which the notice of exercise of the Warrant redemption is sent to the Warrant Agentholders of the Warrants, pursuant to Section 6.1 hereof;

Payment. Subject to the provisions of the Warrant and this Agreement, 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 in by a book-entry formentry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary, 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 Common Stock 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, 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 Common Stock 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 shares of Common Stock Ordinary Shares and the issuance of such shares of Common StockOrdinary Shares, as follows: (a) in lawful money of the United States, in good certified check or wire payable to the order of the Warrant Agent; (b) [Reserved]; in the event of a redemption pursuant to Section 6.1 hereof in which the Company’s board of directors (cthe “Board”) with respect has elected to any Private Placement Warrant or Working Capital Warrant, so long as require all holders of the Public Warrants to exercise such Private Placement Warrant or Working Capital Warrant is held by the Sponsor or Public Warrants on a Permitted Transferee, “cashless basis,” by surrendering the Public Warrants for that number of shares of Common Stock Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock 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 3.3.1(c3.3.1(b), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(c)3.3.1(b) and Section 6.1, the “Fair Market Value” shall mean the volume-weighted average last reported sale price of the Common Stock 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 exercise of the Warrant redemption is sent to the Warrant Agentholders of the Warrants pursuant to Section 6.2 hereof;

Payment. Subject to the provisions of the Warrant and this Agreement, 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 represented in book-entry formCertificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary, 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 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 WarrantWarrant 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 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 shares of Common Stock and the issuance of such shares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or wire good bank draft payable to the order Warrant Agent or by wire transfer of the Warrant Agentimmediately available funds; (b) [Reserved]; in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (cthe “Board”) with respect has elected to any Private Placement Warrant or Working Capital Warrant, so long as require all holders of the Warrants to exercise such Private Placement Warrant or Working Capital Warrant is held by the Sponsor or Warrants on a Permitted Transferee, “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(c3.3.1(b), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(c)3.3.1(b) and Section 6.4, the “Fair Market Value” shall mean the average last reported sale closing price of the Common Stock for the ten (10) 10 trading days ending on the third trading day prior to the date on which the notice of exercise of the Warrant redemption is sent to the Warrant Agentholders of the Warrants, pursuant to Section 6 hereof;

Payment. Subject to the provisions of the Warrant and this Agreement, 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 in by a book-entry formentry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary, 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 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, 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 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 Common Stock and the issuance of such shares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or wire good bank draft payable to the order of the Warrant Agent; (b) [Reserved]; (c) with respect to any Private Placement Warrant or Working Capital Extension Warrant, so long as such Private Placement Warrant or Working Capital Extension Warrant is held by the Sponsor Sponsor, one of the Company’s directors or officers or a Permitted Transferee, by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Sponsor Exercise Fair Market Value”, ” (as defined in this subsection 3.3.1(c), over ) less the Warrant Price by (y) the Sponsor Exercise Fair Market Value. Solely for purposes of this subsection 3.3.1(c), the “Sponsor Fair Market Value” shall mean the average last reported sale price of the Common Stock for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which notice of exercise of the Private Placement Warrant or Extension Warrant is sent to the Warrant Agent;

Payment. Subject to the provisions of the Warrant and this Agreement, 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 in by a book-entry formentry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary, 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 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, 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 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 Common Stock and the issuance of such shares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or wire good bank draft payable to the order of the Warrant Agent; (b) [Reserved]; in the event of a redemption pursuant to Section 6.1 hereof in which the Company’s board of directors (cthe “Board”) with respect has elected to any Private Placement Warrant or Working Capital Warrant, so long as require all holders of the Warrants to exercise such Private Placement Warrant or Working Capital Warrant is held by the Sponsor or Warrants on a Permitted Transferee, “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value”, ” (as defined in this subsection 3.3.1(c3.3.1(b), ) over the Warrant Price by (y) the Fair Market ValueValue and (B) 0.361. Solely for purposes of this subsection 3.3.1(c3.3.1(b), Section 6.2 and Section 6.4, the “Fair Market Value” shall mean the average last reported sale price of the Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which the notice of exercise of the Warrant redemption is sent to the Warrant Agentholders of the Warrants, pursuant to Section 6 hereof;

Payment. Subject to the provisions of the Warrant and this Agreement, 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 represented in book-entry formCertificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary, 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 Common Stock 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 WarrantWarrant 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 full share of Common Stock 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 shares of Common Stock Ordinary Shares and the issuance of such shares of Common StockOrdinary Shares, as follows: (a) in lawful money of the United States, in good certified check or wire good bank draft payable to the order of the Warrant AgentAgent or by wire transfer; (b) [Reserved]; in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (cthe “Board”) with respect has elected to any Private Placement Warrant or Working Capital Warrant, so long as require all holders of the Warrants to exercise such Private Placement Warrant or Working Capital Warrant is held by the Sponsor or Warrants on a Permitted Transferee, “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock Ordinary Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(c3.3.1(b), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(c)3.3.1(b) and Section 6.3, the “Fair Market Value” shall mean the average last reported sale price of the Common Stock Ordinary Shares for the ten (10) trading days ending on the third trading day prior to the date on which the notice of exercise of the Warrant redemption is sent to the Warrant Agentholders of the Warrants, pursuant to Section 6 hereof;

Payment. Subject to the provisions of the Warrant and this Agreement, 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 in by a book-entry formentry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary, 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 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, 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 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 Common Stock and the issuance of such shares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or wire payable to the order of the Warrant Agent; (b) [Reserved]; in the event of a redemption pursuant to Section 6.1 hereof in which the Company’s board of directors (cthe “Board”) with respect has elected to any Private Placement Warrant or Working Capital Warrant, so long as require all holders of the Public Warrants to exercise such Private Placement Warrant or Working Capital Warrant is held by the Sponsor or Public Warrants on a Permitted Transferee, “cashless basis,” by surrendering the Public Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Public Warrants, multiplied by the excess of difference between the Warrant Price and the “Fair Market Value”, as defined in this subsection 3.3.1(c3.3.1(b), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(c)3.3.1(b) and Section 6.1, the “Fair Market Value” shall mean the volume-weighted average last reported sale price of the shares of Common Stock 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 exercise of the Warrant redemption is sent to the Warrant Agentholders of the Warrants pursuant to Section 6.2 hereof;

Payment. Subject to the provisions of the Warrant and this Agreement, 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 in by a book-entry formentry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary, 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 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, 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 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 Common Stock and the issuance of such shares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or wire good bank draft payable to the order of the Warrant Agent; (b) [Reserved]; in the event of a redemption pursuant to Section 6.1 hereof in which the Company’s board of directors (cthe “Board”) with respect has elected to any Private Placement Warrant or Working Capital Warrant, so long as require all holders of the Public Warrants to exercise such Private Placement Warrant or Working Capital Warrant is held by the Sponsor or Public Warrants on a Permitted Transferee, “cashless basis,” by surrendering the Public Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Public Warrants, multiplied by the excess of difference between the Warrant Price and the “Fair Market Value”, as defined in this subsection 3.3.1(c3.3.1(b), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(c)3.3.1(b) and Section 6.1, the “Fair Market Value” shall mean the volume-weighted average last reported sale price of the Common Stock 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 exercise of the Warrant redemption is sent to the Warrant Agentholders of the Warrants pursuant to Section 6.2 hereof;

Payment. Subject to the provisions of the Warrant and this Agreement, 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 in by a book-entry formentry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary, 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 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, 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 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 Common Stock and the issuance of such shares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or wire good bank draft payable to the order of the Warrant Agent; (b) [Reserved]; in the event of a redemption pursuant to Section 6.1 hereof in which the Company’s board of directors (cthe “Board”) with respect has elected to any Private Placement Warrant or Working Capital Warrant, so long as require all holders of the Warrants to exercise such Private Placement Warrant or Working Capital Warrant is held by the Sponsor or Warrants on a Permitted Transferee, “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value”, ” (as defined in this subsection 3.3.1(c3.3.1(b), ) over the Warrant Price by (y) the Fair Market ValueValue and (B) 0.361. Solely for purposes of this subsection 3.3.1(c3.3.1(b), Section 6.1 and Section 6.4, the “Fair Market Value” shall mean the average last reported sale price of the Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which the notice of exercise of the Warrant redemption is sent to the Warrant Agentholders of the Warrants, pursuant to Section 6 hereof;

Payment. Subject to the provisions of the Warrant and this Agreement, 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 represented in book-entry formCertificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary, 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 subscribe for(“Election to PurchaseSubscribe”) any shares of Common Stock 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 WarrantWarrant 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 full share of Common Stock 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 shares of Common Stock and the issuance of such shares of Common StockOrdinary Shares, as follows: (a) in lawful money of the United States, in good certified check or wire good bank draft payable to the order of the Warrant AgentAgent or by wire transfer; (b) [Reserved]; in the event of a redemption pursuant to Section 7 hereof in which the Company’s board of directors (cthe “Board”) with respect has elected to any Private Placement Warrant or Working Capital Warrant, so long as require all holders of the Warrants to exercise such Private Placement Warrant or Working Capital Warrant is held by the Sponsor or Warrants on a Permitted Transferee, “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock Ordinary Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(c), Section 4.3.1(b) over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(c)Section 4.3.1(b) and Section 7.3, the “Fair Market Value” shall mean the average last reported sale price of the Common Stock Ordinary Shares for the ten (10) 10 trading days ending on the third trading day prior to the date on which the notice of exercise of the Warrant redemption is sent to the Warrant Agentholders of the Warrants, pursuant to Section 7 hereof;

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department Compliance Department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant represented in book-entry formCertificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary, 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 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 WarrantWarrant 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 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 shares of Common Stock and the issuance of such shares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or wire good bank draft payable to the order of the Warrant Agent; (b) [Reserved]; in the event of a redemption pursuant to Section 6.1 hereof in which the Company’s board of directors (cthe “Board”) with respect has elected to any Private Placement Warrant or Working Capital Warrant, so long as require all holders of the Warrants to exercise such Private Placement Warrant or Working Capital Warrant is held by the Sponsor or Warrants on a Permitted Transferee, “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value”, ,” as defined in this subsection 3.3.1(c3.3.1(b), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(c3.3.1(b), Section 6.1 and Section 6.4, the “Fair Market Value” shall mean the average last reported sale price of the 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 exercise of the Warrant redemption is sent to the Warrant Agentholders of the Warrants, pursuant to Section 6 hereof;

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department department: (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant represented in book-entry formCertificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary, 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 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 WarrantWarrant Certificate, properly delivered by the Participant in accordance with the Depositary’s procedures, ; and (iii) the payment in full of the Warrant Price with lawful money of the United States for each 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 shares of Common Stock and the issuance of such shares of Common Stock, as follows: (a) in lawful money of the United States, in good by certified check or wire payable to the order of the Warrant AgentAgent or by wire transfer; (b) [Reserved]; in the event of a redemption pursuant to Section 6 hereof in which the Company’s Board of Directors (cthe “Board”) with respect has elected to any Private Placement Warrant or Working Capital Warrant, so long as require all holders of the Warrants to exercise such Private Placement Warrant or Working Capital Warrant is held by the Sponsor or Warrants on a Permitted Transferee, “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of 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(c3.3.1(b), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(c)3.3.1(b) and Section 6.3, the “Fair Market Value” shall mean the average last reported sale price of the Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which the notice of exercise of the Warrant redemption is sent to the Warrant Agentholders of the Warrants, pursuant to Section 6 hereof;

Payment. Subject to the provisions of the Warrant and this Agreement, 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 represented in book-entry formCertificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary, 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 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 WarrantWarrant 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 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 shares of Common Stock and the issuance of such shares of Common Stock, as follows: (a) in lawful money of the United States, in good by certified check or wire payable to the order of the Warrant AgentAgent or by wire transfer; (b) [Reservedreserved]; (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 or Extension Loan Warrant, or the Sponsor or a Permitted TransfereePost-IPO warrants to the extent applicable, by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of 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(c), over the Warrant Price by (y) the Fair Market Value. Solely for For purposes of this subsection 3.3.1(c)) and subsection 7.4.1, below, the “Fair Market Value” shall mean the average reported last reported sale price of the Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which notice of exercise of the Warrant is sent to the Warrant AgentAgent by the holder of such Warrants or his, her or its securities broker or intermediary; (d) as provided in Section 6.2 hereof with respect to a Make-Whole Exercise (e) as provided in Section 7.4 hereof.

Payment. Subject to the provisions of the Warrant and this Agreement, 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 in by a book-entry formentry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary, 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 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, 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 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 Common Stock and the issuance of such shares of Class A Common Stock, as follows: (a) in lawful money of the United States, in good certified check check, good bank draft or wire payable to the order of the Warrant Agent; (b) [Reserved]; in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (cthe “Board”) with respect has elected to any Private Placement Warrant or Working Capital Warrant, so long as require all holders of the Warrants to exercise such Private Placement Warrant or Working Capital Warrant is held by the Sponsor or Warrants on a Permitted Transferee, “cashless basis,” by surrendering the Warrants for that number of shares of Class A Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(c3.3.1(b), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(c)3.3.1(b) and Section 6.2, the “Fair Market Value” shall mean the average last reported sale price of the Class A Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which the notice of exercise of the Warrant redemption is sent to the Warrant Agent;holders of the Warrants, pursuant to Section 6 hereof; or

Payment. Subject to the provisions of the Warrant and this Agreement, 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 represented in book-entry formCertificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary, 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 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 WarrantWarrant 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 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 shares of Common Stock and the issuance of such shares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or wire good bank draft payable to the order of the Warrant AgentAgent or by wire transfer of immediately available funds; (b) [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 either Purchaser or any officer or director of the Sponsor Company, or a their Permitted TransfereeTransferees, by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Sponsor Exercise Fair Market Value”, as defined in this subsection 3.3.1(c), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(c), the “Sponsor Exercise Fair Market Value” shall mean the average last reported sale closing price of the Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which notice of exercise of the Private Placement Warrant or Working Capital Warrant is sent to the Warrant Agent;

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) The Participating Holders shall effect the Definitive Warrant Certificate evidencing purchase of the Warrants Remaining Shares with payment by check or wire transfer against delivery of the Remaining Shares to be exercisedpurchased at a time and place agreed upon between the parties, orwhich time shall be no later than [***] after Delivery to the Company of the Transfer Notice, in unless the case Transfer Notice contemplated a later closing with the prospective third-party transferee(s) or unless the value of a Warrant represented in book-entry form, the Warrants consideration to be exercised (paid for the “Book-Entry Warrants”) on the records of the Depositary, Offered Shares has not yet been established pursuant 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, Section 2.1(e)(ii). (ii) an election to Should the purchase (“Election to Purchase”) 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 or, price specified in the case Transfer Notice or Additional Transfer Notice be payable in a form of a Book-Entry Warrant, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) the payment in full consideration other than cash or evidences of the Warrant Price for each 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 Warrantindebtedness, the exchange of the Warrant for the shares of Common Stock Company (and the issuance Participating Holders) shall have the right to pay such purchase price in an amount of such shares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or wire payable to the order of the Warrant Agent; (b) [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 Sponsor or a Permitted Transferee, by surrendering the Warrants for that number of shares of Common Stock cash equal to the quotient obtained fair market value of such consideration. If the Selling Common Holder and the Company (or the Participating Holders) cannot agree on such fair market value within [***] after Delivery to the Company of the Transfer Notice (or the Delivery of the Additional Transfer Notice to the Holders), the valuation shall be made by dividing an appraiser of recognized standing selected by the Selling Common Holder and the Company (xor [***] of the Participating Holders) or, if they cannot agree on an appraiser within [***] after Delivery to the product Company of the Transfer Notice (or the Delivery of the Additional Transfer Notice to the Holders), each shall select an appraiser of recognized standing and those appraisers shall designate a third appraiser of recognized standing, whose appraisal shall be determinative of such value. The cost of such appraisal shall be shared equally by the Selling Common Holder, on the one hand, and the Company (and, to the extent there are any, the Participating Holders, on the other hand, with that half of the cost to be borne by the Company and the Participating Holders to be apportioned on a pro rata basis based on the number of shares each such party has expressed an interest in purchasing pursuant to this Section 2). If the time for the closing of Common Stock underlying the Warrants, multiplied Company’s purchase or the Participating Holders’ purchase has expired but the determination of the value of the purchase price offered by the excess of the “Fair Market Value”prospective transferee(s) has not been finalized, as defined in this subsection 3.3.1(c), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(c), the “Fair Market Value” then such closing shall mean the average last reported sale price of the Common Stock for the ten (10) trading days ending be held on the third trading day or prior to the date on which notice of exercise of the Warrant is sent [***] after such valuation shall have been made pursuant to the Warrant Agent;this Section 2.1(e)(ii).

Payment. Subject to the provisions of the Warrant and this Agreement, 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 in book-entry form, 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 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, 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 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 Common Stock and the issuance of such shares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or wire payable to the order of the Warrant Agent; (b) [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 Sponsor original purchasers thereof or a their Permitted TransfereeTransferees, by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(c), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(c), the “Fair Market Value” shall mean the average last reported sale price of the Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which notice of exercise of the Warrant is sent to the Warrant Agent;

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, 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 Warrant represented in by a book-entry formentry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary, 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 Common Stock 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, 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 Common Stock 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 shares of Common Stock Ordinary Shares and the issuance of such shares of Common StockOrdinary Shares, as follows: (a) in lawful money of the United States, in by good certified check or wire transfer of immediately available funds payable to the order of the Warrant Agent;; or (b) [Reserved]; (c) with respect in the event of redemption pursuant to any Private Placement Warrant or Working Capital Warrant, so long as Section 6 hereof in which the Company’s management has elected to force all holders of Warrants to exercise such Private Placement Warrant or Working Capital Warrant is held by the Sponsor or Warrants on a Permitted Transferee, “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock 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(c), over the Warrant Price below) by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(cSection 3.3.1(b), the “Fair Market Value” shall mean the average reported last reported sale price of the Common Stock Ordinary Share for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which the notice of exercise of the Warrant redemption is sent to holders of the Warrant Agent;Warrants pursuant to Section 6 hereof; or

Payment. Subject to the provisions of the Warrant and this Agreement, 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 represented in book-entry formCertificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary, 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 Common Stock 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 WarrantWarrant 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 full share of Common Stock 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 shares of Common Stock Ordinary Shares and the issuance of such shares of Common StockOrdinary Shares, as follows: (a) in lawful money of the United States, in good certified check or wire good bank draft payable to the order of the Warrant AgentAgent or by wire transfer; (b) [Reserved]; in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (cthe “Board”) with respect has elected to any Private Placement Warrant or Working Capital Warrant, so long as require all holders of the Warrants to exercise such Private Placement Warrant or Working Capital Warrant is held by the Sponsor or Warrants on a Permitted Transferee, “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock Ordinary Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(c3.3.1(b), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(c)3.3.1(b) and Section 6.3, the “Fair Market Value” shall mean the average last reported sale price of the Common Stock Ordinary Shares for the ten (10) trading days ending on the third trading day prior to the date on which the notice of exercise of the Warrant redemption is sent to the Warrant Agent;holders of the Warrants, pursuant to Section 6 hereof; or

Payment. Subject to the provisions of the Warrant and this Agreement, 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 with the subscription form, as set forth in the Warrant, duly executed (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Warrant represented in book-entry form, by delivering the Warrants to be exercised (Warrant and providing the “Book-Entry Warrants”) information 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 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, properly delivered by the Participant subscription form in accordance with the Depositary’s procedures), and (iii) the payment by paying in full of the Warrant Price for each full share of Common Stock as to which the Warrant is exercised (including by cashless exercise) and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such shares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or wire payable to the order of the Warrant Agent; (b) [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 Sponsor or a Permitted Transferee, by surrendering the Warrants for that number of 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 (as defined below) and (ii) in all other scenarios, the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Sponsor Exercise Fair Market Value”, ” (as defined in this subsection 3.3.1(c), over ) less the Warrant Price by (y) the Sponsor Exercise Fair Market Value. Solely for purposes of this subsection 3.3.1(c), the “Sponsor Fair Market Value” shall mean the average last reported sale price of the shares of Common Stock for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which notice of exercise of the Private Placement Warrant is sent to the Warrant Agent;

Payment. Subject to the provisions of the Warrant and this Agreement, 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 in by a book-entry formentry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary, 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 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, 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 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 Common Stock and the issuance of such shares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or wire good bank draft payable to the order of the Warrant Agent; (b) [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 Sponsor or a Permitted Transferee, by surrendering the Warrants for that number of 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 (as defined below) and (ii) in all other scenarios, the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Sponsor Exercise Fair Market Value”, ” (as defined in this subsection 3.3.1(c3.3.1(b), over ) less the Warrant Price by (y) the Sponsor Exercise Fair Market Value. Solely for purposes of this subsection 3.3.1(c3.3.1(b), the “Sponsor Exercise Fair Market Value” shall mean the average last reported sale price of the Common Stock for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which notice of exercise of the Private Placement Warrant is sent to the Warrant Agent;

Payment. Subject to the provisions of the Warrant and this Agreement, 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 in by a book-entry formentry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary, 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 Common Stock 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, 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 Common Stock 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 shares of Common Stock Ordinary Shares and the issuance of such shares of Common StockOrdinary Shares, as follows: (a) in lawful money of the United States, in good certified check or wire check, in good bank draft payable to the order of the Warrant AgentAgent or by wire transfer of immediately available funds; (b) [Reserved]; in the event of a redemption pursuant to Section 6.1 hereof in which the Company’s board of directors (cthe “Board”) with respect has elected to any Private Placement Warrant or Working Capital Warrant, so long as require all holders of the Warrants to exercise such Private Placement Warrant or Working Capital Warrant is held by the Sponsor or Warrants on a Permitted Transferee, “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(c3.3.1(b), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(c)3.3.1(b) and Section 6.3, the “Fair Market Value” shall mean the average reported last reported sale price of the Common Stock Ordinary Shares for the ten (10) trading days ending on the third trading day prior to the date on which the notice of exercise of the Warrant redemption is sent to the Warrant Agentholders of Warrants, pursuant to Section 6.1 hereof;

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust compliance department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant represented in book-entry formCertificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary, 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 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 WarrantWarrant 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 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 shares of Common Stock and the issuance of such shares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or wire good bank draft payable to the order of the Warrant Agent; (b) [Reserved]; in the event of a redemption pursuant to Section 6.1 hereof in which the Company’s board of directors (cthe “Board”) with respect has elected to any Private Placement Warrant or Working Capital Warrant, so long as require all holders of the Warrants to exercise such Private Placement Warrant or Working Capital Warrant is held by the Sponsor or Warrants on a Permitted Transferee, “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value”, ,” as defined in this subsection 3.3.1(c3.3.1(b), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(c3.3.1(b), Section 6.1 and Section 6.4, the “Fair Market Value” shall mean the average last reported sale price of the 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 exercise of the Warrant redemption is sent to the Warrant Agentholders of the Warrants, pursuant to Section 6 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 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 represented in book-entry formCertificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary, 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 Common Stock 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 WarrantWarrant 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 full share of Common Stock 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 shares of Common Stock Ordinary Shares and the issuance of such shares of Common StockOrdinary Shares, as follows: (a) in lawful money of the United States, in by good certified check or wire payable to the order of the Warrant Agent;, or by wire transfer of immediately available funds; or (b) [Reserved]; (c) with respect in the event of redemption pursuant to any Private Placement Warrant or Working Capital Warrant, so long as Section 6 hereof in which the Company’s management has elected to require all holders of Warrants to exercise such Private Placement Warrant or Working Capital Warrant is held by the Sponsor or Warrants on a Permitted Transferee, “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock Ordinary Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as ” (defined in this subsection 3.3.1(c), below) over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(cSection 3.3.1(b), the “Fair Market Value” shall mean the average last reported sale price of the Common Stock Ordinary Shares for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which the notice of exercise of the Warrant redemption is sent to holders of the Warrant AgentWarrants pursuant to Section 6 hereof;

Payment. Subject to the provisions of the Warrant and this Agreement, 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 represented in book-entry formCertificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary, 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 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 WarrantWarrant 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 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 shares of Common Stock and the issuance of such shares of Common Stock, as follows: (a) in lawful money of the United States, in good States dollars by certified check or wire payable to the order of the Warrant AgentAgent or by wire transfer; (b) [Reserved]; in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (cthe “Board”) with respect has elected to any Private Placement Warrant or Working Capital Warrant, so long as require all holders of the Warrants to exercise such Private Placement Warrant or Working Capital Warrant is held by the Sponsor or Warrants on a Permitted Transferee, “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of 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(c), over the Warrant Price 3.3.1(b) by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(c)3.3.1(b) and Section 6.3, the “Fair Market Value” shall mean the volume weighted average last reported sale price of the Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which the notice of exercise of the Warrant redemption is sent to the Warrant Agent;holders of the Warrants pursuant to Section 6 hereof; or

Payment. Subject to the provisions of the Warrant and this Agreement, 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 in by a book-entry formentry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary, 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 share 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, 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 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 Common Stock and the issuance of such shares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or wire payable to the order of the Warrant Agent; (b) [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 Sponsor Sponsor, the Underwriter or a their Permitted TransfereeTransferees, by surrendering the Warrants for that number of shares of Common Stock equal (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, to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Sponsor Exercise Fair Market Value”, as defined in this subsection 3.3.1(c3.3.1(b), over the Warrant Price by (y) the Sponsor Exercise Fair Market Value. Solely for purposes of this subsection 3.3.1(c3.3.1(b), the “Sponsor Exercise Fair Market Value” shall mean the average last reported sale price of the Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which notice of exercise of the Private Placement Warrant is sent to the Warrant Agent;

Payment. Subject to the provisions of the Warrant and this Agreement, 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 in by a book-entry formentry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary, 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 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, 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 ordinary 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 ordinary shares of Common Stock and the issuance of such shares of Common StockClass A ordinary shares, as follows: (a) in lawful money of the United States, in good certified check or wire good bank draft payable to the order of the Warrant Agent; (b) [Reserved]; (c) with respect in the event of a redemption pursuant to any Private Placement Warrant or Working Capital Warrant, so long as Section 6.1 hereof in which the Board has elected to require all holders of the Warrants to exercise such Private Placement Warrant or Working Capital Warrant is held by the Sponsor or Warrants on a Permitted Transferee, “cashless basis,” by surrendering the Warrants for that number of Class A ordinary shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(c3.3.1(b), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(c)3.3.1(b) and Section 6.4, the “Fair Market Value” shall mean the average last reported sale closing price of the Common Stock Public Subunits or the Class A 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 exercise of the Warrant redemption is sent to the Warrant Agentholders of the Warrants, pursuant to Section 6 hereof;

Payment. Subject to the provisions of the Warrant and this Agreement, 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 represented in book-entry formCertificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary, 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 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 WarrantWarrant 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 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 shares of Common Stock and the issuance of such shares of Common Stock, as follows: (a) in lawful money of the United States, in good by certified check or wire payable to the order of the Warrant AgentAgent or by wire transfer; (b) [Reserved]; in the event of a redemption pursuant to Section 6 hereof in which Shelf’s board of directors (cthe “Board”) with respect has elected to any Private Placement Warrant or Working Capital Warrant, so long as require all holders of the Warrants to exercise such Private Placement Warrant or Working Capital Warrant is held by the Sponsor or Warrants on a Permitted Transferee, “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of 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(c), over the Warrant Price 3.3.1(b) by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(c)3.3.1(b) and Section 6.3, the “Fair Market Value” shall mean the average last reported sale price of the Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which the notice of exercise of the Warrant redemption is sent to the Warrant Agentholders of the Warrants, pursuant to Section 6 hereof;

Payment. Subject to the provisions of the Warrant and this Agreement, 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 in by a book-entry formentry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary, 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 Common Stock 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, 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 Common Stock 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 shares of Common Stock Ordinary Shares and the issuance of such shares of Common StockOrdinary Shares, as follows: (a) in lawful money of the United States, in good certified check or wire good bank draft payable to the order of the Warrant Agent; (b) [Reserved]; in the event of a redemption pursuant to Section 6.1 hereof in which the Company’s board of directors (cthe “Board”) with respect has elected to any Private Placement Warrant or Working Capital Warrant, so long as require all holders of the Warrants to exercise such Private Placement Warrant or Working Capital Warrant is held by the Sponsor or Warrants on a Permitted Transferee, “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock Ordinary Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(c3.3.1(b), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(c3.3.1(b), Section 6.1 and Section 6.4, the “Fair Market Value” shall mean the average last reported sale closing price of the Common Stock Ordinary Shares for the ten (10) trading days ending on the third trading day prior to the date on which the notice of exercise of the Warrant redemption is sent to the Warrant Agentholders of the Warrants, pursuant to Section 6.1 hereof;

Payment. Subject to the provisions of the Warrant and this Agreement, 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 represented in book-entry formCertificate, 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 Common Stock 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, 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 Common Stock 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 shares of Common Stock Ordinary Shares and the issuance of such shares of Common StockOrdinary Shares, as follows: (a) in lawful money of the United States, in good by certified check or wire payable to the order of the Warrant AgentAgent or by wire transfer of immediately available funds; (b) [Reserved]; in the event of a redemption pursuant to the terms hereof in which the Company’s board of directors (cthe “Board”) with respect has elected to any Private Placement Warrant or Working Capital Warrant, so long as require all holders of the Warrants to exercise such Private Placement Warrant or Working Capital Warrant is held by the Sponsor or Warrants on a Permitted Transferee, “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock Ordinary Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value”, ,” as defined in this subsection 3.3.1(c3.3.1(b), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(c)3.3.1(b) and Section 6.3, the “Fair Market Value” shall mean the average last reported sale closing price of the Common Stock Ordinary Shares for the ten (10) trading days ending on the third trading day period prior to the date on which the notice of exercise of the Warrant redemption is sent to the Warrant Agentholders of the Warrant, pursuant to the terms hereof;

Payment. Subject to the provisions of the Warrant and this Agreement, 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 represented in book-entry formCertificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary, 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 Common Stock 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 WarrantWarrant 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 full share of Common Stock 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 shares of Common Stock Class A Ordinary Shares and the issuance of such shares of Common StockClass A Ordinary Shares, as follows: (a) in lawful money of the United States, in good certified check or wire good bank draft payable to the order Warrant Agent or by wire transfer of the Warrant Agentimmediately available funds; (b) [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 Sponsor or a Permitted Transferee, by surrendering the Warrants for that number of shares of Common Stock Class A Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock Class A Ordinary Shares underlying the Warrants, multiplied by the excess of difference between the Warrant Price and the “Exercise Fair Market Value”, ,” as defined in this subsection 3.3.1(c), over the Warrant Price ) by (y) the Sponsor Exercise Fair Market Value. Solely for purposes of this subsection 3.3.1(c), the “Exercise Fair Market Value” shall mean the average last reported sale price of the Common Stock Ordinary Shares for the ten (10) trading days ending on the third trading day prior to the date on which notice of exercise of the Warrant is sent to the Warrant Agent;; or

Payment. Subject to the provisions of the Warrant and this Agreement, 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 represented in book-entry formCertificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary, 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 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 WarrantWarrant 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 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 shares of Common Stock and the issuance of such shares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or wire good bank draft payable to the order Warrant Agent or by wire transfer of the Warrant Agentimmediately available funds; (b) [Reserved]; in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (cthe “Board”) with respect has elected to any Private Placement Warrant or Working Capital Warrant, so long as require all holders of the Warrants to exercise such Private Placement Warrant or Working Capital Warrant is held by the Sponsor or Warrants on a Permitted Transferee, “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(c3.3.1(b), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(c3.3.1(b), Section 6.2 and Section 6.4, the “Fair Market Value” shall mean the average last reported sale closing price of the Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which the notice of exercise of the Warrant redemption is sent to the Warrant Agentholders of the Warrants, pursuant to Section 6 hereof;

Payment. Subject to the provisions of the Warrant and this Agreement, 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 in by a book-entry formentry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary, 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 Common Stock Class A 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, 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 full share of Common Stock Class A 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 Common Stock Class A common stock and the issuance of such shares of Common StockClass A common stock, as follows: (a) in lawful money of the United States, in good certified check or wire good bank draft payable to the order of the Warrant Agent; (b) [Reserved]; (c) [Reserved]; (d) on a cashless basis, as provided in Section 6.2 hereof 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 Sponsor or a Permitted Transferee, by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing Redemption Settlement; or (xe) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value”on a cashless basis, as defined provided in this subsection 3.3.1(c), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(c), the “Fair Market Value” shall mean the average last reported sale price of the Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which notice of exercise of the Warrant is sent to the Warrant Agent;Section 7.4 hereof.

Payment. Subject to the provisions of the Warrant and this Agreement, 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 in by a book-entry formentry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary, 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 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, 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 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 Common Stock and the issuance of such shares of Class A Common Stock, as follows: (a) in lawful money of the United States, in good certified check or wire good bank draft payable to the order of the Warrant Agent; (b) [Reserved]; in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (cthe “Board”) with respect has elected to any Private Placement Warrant or Working Capital Warrant, so long as require all holders of the Warrants to exercise such Private Placement Warrant or Working Capital Warrant is held by the Sponsor or Warrants on a Permitted Transferee, “cashless basis,” by surrendering the Warrants for that number of shares of Class A Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(c3.3.1(b), over the Warrant Price Price, by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(c)3.3.1(b) and Section 6.2, the “Fair Market Value” shall mean the volume weighted average last reported sale price of the Class A Common Stock for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which the notice of exercise of the Warrant redemption is sent to the Warrant Agent;holders of the Warrants, pursuant to Section 6 hereof; or

Payment. Subject to the provisions of the Warrant and this Agreement, 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 in book-entry form, 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 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, 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 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 Common Stock and the issuance of such shares of Common Stock, 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 certified check or wire 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;right to deliver the unsigned Payment Request, together with proof of its delivery to the Director of Public Works, directly to the Agency, with a copy to the Director of Public Works. (b) [Reserved];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 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 reasonable basis (the “Agreed-Upon Allocation”). (c) with respect The Agency Finance Deputy must pay the Actual Cost to any Private Placement Warrant 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 Working Capital Warrantan unsigned Payment Request and proof of delivery). If the Agency objected to the Developer Allocation under Section 4.3(b), so long as such Private Placement Warrant or Working Capital Warrant is held then the Agency may withhold payment of the Developer Allocation until the Agency and Developer agree on the Agreed-Upon Allocation, in which case the withheld allocations will be paid by the Sponsor Agency to 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 Permitted TransfereeThird Party, by surrendering such as a 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 shares of Common Stock 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 shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(c), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(c), the “Fair Market Value” shall mean the average last reported sale price of the Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which notice of exercise of the Warrant is sent to the Warrant Agent;such Acquisition Facilities and Components.

Payment. Subject to the provisions of the Warrant and this Agreement, 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 Warrant represented in book-entry form, form by causing the Warrants Warrant 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”) any shares of Common Stock pursuant to the exercise of a Warrant, 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 Warrantentry form, properly delivered by the applicable Participant in accordance with the Depositary’s procedures, and (iii) the payment by paying in full of the Warrant Exercise Price for each 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 shares of Common Stock and the issuance of such shares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or good bank draft or by wire transfer payable to the order of the Warrant Agent; (b) [Reserved]; in the event of a redemption pursuant to Section 6.1 hereof in which the Company’s board of directors (cthe “Board”) with respect has elected to any Private Placement Warrant or Working Capital Warrant, so long as require all holders of the Warrants to exercise such Private Placement Warrant or Working Capital Warrant is held by the Sponsor or Warrants on a Permitted Transferee, “cashless basis,” by surrendering the Warrants to be exercised by a holder for that number of shares of Common Stock equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(c3.3.1(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(c3.3.1(b), Section 6.2 and Section 6.4, the “Fair Market Value” shall mean the volume-weighted average last reported sale price of the Common Stock for 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 exercise of the Warrant redemption is sent to the Warrant Agentholders of the Warrants, pursuant to Section 6 hereof;

Payment. Subject to the provisions of the Warrant and this Agreement, 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 represented in book-entry formCertificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary, 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 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 WarrantWarrant 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 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 shares of Common Stock and the issuance of such shares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or wire good bank draft payable to the order of the Warrant AgentAgent or by wire transfer of immediately available funds; (b) [Reserved]; in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (cthe “Board”) with respect has elected to any Private Placement Warrant or Working Capital Warrant, so long as such Private Placement Warrant or Working Capital Warrant is held by the Sponsor or a Permitted Transferee, by surrendering require all holders of the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(c), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(c), the “Fair Market Value” shall mean the average last reported sale price of the Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which notice of exercise of the Warrant is sent to the Warrant Agent;such

Payment. Subject to the provisions of the Warrant and this Agreement, Agreement 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 Warrant represented in book-entry form, 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 Common Stock 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 or, in the case of a Book-Entry Warrant, properly delivered by the Participant in accordance with the Depositary’s proceduresduly executed, and (iii) the payment by paying in full of the Warrant Price for each full share of Common Stock 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 shares of Common Stock Ordinary Shares and the issuance of such shares of Common StockOrdinary Shares, as follows: (a) in lawful money of the United States, by wire transfer, in good certified check or wire good bank draft payable to the order Warrant Agent, provided that there is an effective registration statement covering the Ordinary Shares issuable upon exercise of the Warrant AgentWarrants, and a current prospectus relating thereto, available; (b) [Reserved]; (c) with respect in the event of a redemption pursuant to any Private Placement Warrant or Working Capital Warrant, so long as Section 6 hereof in which the Board has elected to require all holders of the Warrants to exercise such Private Placement Warrant or Working Capital Warrant is held by the Sponsor or Warrants on a Permitted Transferee, “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock Ordinary Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(cSection 3.3.1(b), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(c)Section 3.3.1(b) and Section 6.1, the “Fair Market Value” shall mean the 10-Day Average Closing Price as of 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 Common Stock for Ordinary Shares as reported during the ten (10) trading days day period ending on the third 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 notice of exercise of the Warrant is sent to the Warrant Agent;an event which requires such determination has occurred; or

Payment. Subject to the provisions of the Warrant and this Agreement, 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 in by a book-entry formentry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary, 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 Common Stock 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, 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 Common Stock 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 shares of Common Stock Ordinary Shares and the issuance of such shares of Common StockOrdinary Shares, as follows: (a) in lawful money of the United States, in good certified check or wire payable to the order of the Warrant Agent; (b) [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 Sponsor or a Permitted Transferee, by surrendering the Warrants for that number of shares of Common Stock 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 shares of Common Stock Ordinary Shares underlying the Warrants, multiplied by the excess of the “Sponsor Fair Market Value”, ” (as defined in this subsection 3.3.1(c), over ) less the Warrant Price by (y) the Sponsor Fair Market Value. Solely for purposes of this subsection 3.3.1(c), the “Sponsor Fair Market Value” shall mean the average last reported sale price of the Common Stock Ordinary Shares for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which notice of exercise of the Private Placement Warrant is sent to the Warrant Agent;

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, 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 Warrant represented in by a book-entry formentry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary, 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 Common Stock 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 Warrantentry, properly delivered by the Participant in accordance with the Depositary’s procedures), and (iii) the payment by paying in full of the Warrant Price for each full share of Common Stock 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 shares of Common Stock Ordinary Shares and the issuance of such shares of Common StockOrdinary Shares, as follows: (a) in lawful money of the United States, in by good certified check or wire good bank draft payable to the order of the Warrant Agent;Agent or wire transfer; or (b) [Reserved]; (c) with respect in the event of redemption pursuant to any Private Placement Warrant or Working Capital Warrant, so long as Section 6 hereof in which the Company’s management has elected to force all holders of Warrants to exercise such Private Placement Warrant or Working Capital Warrant is held by the Sponsor or Warrants on a Permitted Transferee, “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock 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(c), over the Warrant Price below) by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(cSection 3.3.1(b), the “Fair Market Value” shall mean the average last reported sale price of the Common Stock Ordinary Shares for the ten five (105) trading days ending on the third trading day prior to the date on which the notice of exercise of the Warrant redemption is sent to holders of the Warrant Agent;Warrants pursuant to Section 6 hereof; or

Payment. Subject to the provisions of the Warrant and this Agreement, 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 represented in book-entry formCertificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary, 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 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 WarrantWarrant 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 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 shares of Common Stock and the issuance of such shares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or wire good bank draft payable to the order Warrant Agent or by wire transfer of the Warrant Agentimmediately available funds; (b) [Reserved]; (c) with respect in the event of a redemption pursuant to any Private Placement Warrant or Working Capital Warrant, so long as Section 6.1 hereof in which the Board has elected to require all holders of the Warrants to exercise such Private Placement Warrant or Working Capital Warrant is held by the Sponsor or Warrants on a Permitted Transferee, “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the 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(c3.3.1(b), over the Warrant Price ) by (y) the Redemption Fair Market Value. Solely for purposes of this subsection 3.3.1(c3.3.1(b), the “Redemption Fair Market Value” shall mean the average last reported sale price of the Common Stock for the ten (10) trading days day period ending on the third trading day immediately prior to the date on which the notice of exercise of the Warrant redemption is sent to the Warrant Agent;holders of the Warrants, pursuant to Section 6.3 hereof

Payment. Subject to the provisions of the Warrant and this Agreement, 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 Warrant represented in by a book-entry formentry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary, 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 Common Stock 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 WarrantWarrant 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 full share of Common Stock 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 shares of Common Stock Ordinary Shares and the issuance of such shares of Common StockOrdinary Shares, as follows: (a) in lawful money of the United States, in good certified check or wire good bank draft payable to the order of the Warrant Agent; (b) [Reserved]; in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (cthe “Board”) with respect has elected to any Private Placement Warrant or Working Capital Warrant, so long as require all holders of the Warrants to exercise such Private Placement Warrant or Working Capital Warrant is held by the Sponsor or Warrants on a Permitted Transferee, “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock 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(c), over the Warrant Price 3.3.1(b) by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(c3.3.1(b), Section 6.2 and Section 6.4, the “Fair Market Value” shall mean the average last reported sale price of the Common Stock Ordinary Shares for the ten (10) trading days ending on the third trading day prior to the date on which the notice of exercise of the Warrant redemption is sent to the Warrant Agent;holders of the Warrants, pursuant to Section 6 hereof; or

Payment. Subject to the provisions of the Warrant and this Agreement, 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 in by a book-entry formentry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary, 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 Common Stock 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, 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 Common Stock 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 shares of Common Stock Ordinary Shares and the issuance of such shares of Common StockOrdinary Shares, as follows: (a) in lawful money of the United States, in good certified check or wire check, in good bank draft payable to the order of the Warrant AgentAgent or by wire transfer of immediately available funds; (b) [Reserved]; in the event of a redemption pursuant to Section 6.1 hereof in which the Company’s board of directors (cthe “Board”) with respect has elected to any Private Placement Warrant or Working Capital Warrant, so long as require all holders of the Warrants to exercise such Private Placement Warrant or Working Capital Warrant is held by the Sponsor or Warrants on a Permitted Transferee, “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock Ordinary Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value”, ,” as defined in this subsection 3.3.1(c3.3.1(b), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(c)3.3.1(b) and Section 6.3, the “Fair Market Value” shall mean the average reported last reported sale price of the Common Stock Ordinary Shares for the ten (10) trading days ending on the third trading day prior to the date on which the notice of exercise of the Warrant redemption is sent to the Warrant Agentholders of Warrants, pursuant to Section 6.1 hereof;

Payment. Subject to the provisions of the Warrant and this Agreement, 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 in by a book-entry formentry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary, 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 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, 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 ordinary 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 ordinary shares of Common Stock and the issuance of such shares of Common StockClass A ordinary shares, as follows: (a) in lawful money of the United States, in good certified check or wire good bank draft payable to the order of the Warrant Agent; (b) [Reserved]; in the event of a redemption pursuant to Section 6.1 hereof in which the Company’s board of directors (cthe “Board”) with respect has elected to any Private Placement Warrant or Working Capital Warrant, so long as require all holders of the Public Warrants to exercise such Private Placement Warrant or Working Capital Warrant is held by the Sponsor or Public Warrants on a Permitted Transferee, “cashless basis,” by surrendering the Public Warrants for that number of Class A ordinary shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares of Common Stock underlying the Public Warrants, multiplied by the excess of the “Redemption Fair Market Value”, ” (as defined in this subsection 3.3.1(c3.3.1(b), over ) less the Warrant Price Price, by (y) the Redemption Fair Market Value. Solely for purposes of this subsection 3.3.1(c)3.3.1(b) and Section 6.3, the “Redemption Fair Market Value” shall mean the volume-weighted average last reported sale price of the Common Stock for Class A 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 exercise of the Warrant redemption is sent to the Warrant Agentholders of the Public Warrants pursuant to Section 6.2 hereof;

Payment. Subject to the provisions of the Warrant and this Agreement, 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 in by a book-entry formentry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary, 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 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, 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 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 Common Stock and the issuance of such shares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or wire good bank draft payable to the order of the Warrant Agent; (b) [Reserved]; in the event of a redemption pursuant to Section 6.1 hereof in which the Company’s board of directors (cthe “Board”) with respect has elected to any Private Placement Warrant or Working Capital Warrant, so long as require all holders of the Warrants to exercise such Private Placement Warrant or Working Capital Warrant is held by the Sponsor or Warrants on a Permitted Transferee, “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value”, ” (as defined in this subsection 3.3.1(c3.3.1(b), ) over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(c3.3.1(b), Section 6.1 and Section 6.4, the “Fair Market Value” shall mean the average last reported sale price of the Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which the notice of exercise of the Warrant redemption is sent to the Warrant Agentholders of the Warrants, pursuant to Section 6 hereof;